Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

(Text applicable as at 1 April 2009)

Act of 28 September 2006, on rules regarding the financial markets and their 

supervision (Act on Financial Supervision)

We Beatrix, by the grace of God, Queen of the Netherlands, Princess of Orange-Nassau, etc. etc. etc. 

Greetings to all who shall see or hear these presents! Be it known: 

Whereas We have considered that the reformation of the supervision of the financial markets into functionally 

structured supervision necessitates a revision of the legislation regarding that supervision; 

We, therefore, having heard the Council of State, and in consultation with the Parliament, have approved and 

decreed as We hereby approve and decree: 

1. General Provisions

Chapter 1.1. Introductory provisions

Part 1.1.1. Definitions

Section 1:1

In this Act and the provisions ensuing from this Act, unless otherwise stipulated, the following terms shall have the 

following meaning: 

to offer:

a. in the pursuit of a profession or business make a sufficiently specific proposal, either directly or indirectly, to act 

as the other party in a contract with a consumer regarding a financial product that is not a financial instrument 

or insurance, or to enter into, manage or perform such a contract in the pursuit of a profession or business; 

b. in the pursuit of a profession or business make a sufficiently specific proposal, either directly or indirectly, to act 

as the other party in a contract regarding an insurance, or to enter into, manage or perform such a contract in 

the pursuit of a profession or business; or 

c. to make a sufficiently specific proposal, either directly or indirectly, to act as the other party in a contract 

regarding units in a collective investment scheme, or to request or acquire, either directly or indirectly, funds or 

other goods from a client in order to hold units in a collective investment scheme; 

provider: a party making an offer; 

designated State: a State designated under this Act as the State in which the supervision of collective investment 

schemes, clearing institutions and funeral expenses and benefits in kinds insurers provides sufficient safeguards 

with regard to the interests which this Act seeks to protect; 

registration period: the period during which the securities for which a public takeover bid is made can be registered; 

auditor: an auditor as referred to in Section 393(1) of Book 2 of the Dutch Civil Code (Burgerlijk Wetboek); 

to advise: 

a. to recommend, in the pursuit of a profession or business, one or more specific financial products (with the 

exception of insurances and financial instruments) to a particular consumer; or 

b. to recommend, in the pursuit of a profession or business, one or more specific insurances or one or more 

specific financial instruments to a particular client; 

Authority for the Financial Markets: Stichting Autoriteit Financiële Markten; 

bank: a party whose business it is to obtain the disposal of callable funds from others than professional market 

parties beyond a restricted circle, and to extend loans at its own expense; 

management company: a legal person managing one or more collective investment schemes; 

individual portfolio management: the discretionary management conducted in the pursuit of a profession or 

business, other than as a management company, of financial instruments belonging to a person or of funds 

belonging to this person that are available for investment in financial instruments, pursuant to instructions issued by 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

this person; 

investor-compensation scheme: a system providing a guarantee for investors’ investment-related claims against 

banks, investment firms or financial institutions that are permitted to provide investment services, with regard to the 

risk that these financial enterprises are unable to fulfil their obligations relating to such claims; 

unit trust: capital not held by an investment company that includes funds or other goods requested or acquired for 

collective investment in order to have the unit-holders share in the return on the investments; 

collective investment scheme: investment company or unit trust; 

collective investment scheme having its registered office in a non-designated State: a collective investment scheme 

having its registered office outside the Netherlands in a State not designated under Section 2:66(1) as a State in 

which the supervision of collective investment schemes provides sufficient safeguards with regard to the interests 

which this Act seeks to protect, not being an enterprise for collective investment in transferable securities; 

investment company: a legal person requesting or acquiring funds or other goods for collective investment in order 

to have the unit-holders share in the return on the investments; 

investment object:

a. an item of property, a right to an item of property or a right to part of or the full return in money or a part of 

the proceeds of an item of property, not being a product as referred to under (b) to (h) of the definition of 

financial product in this section, acquired for consideration, upon which acquisition a return in money is 

pledged to the acquiring party and whereby a party other than the acquiring party performs most of the 

management of the item of property; or 

b. another right, to be specified by Decree; 

investment firm: a party providing an investment service or performing an investment activity; 

investment firm operating as a systematic internaliser: an investment firm which frequently conducts transactions in 

an organised, regular and systematic manner for its own account and outside a regulated market or a multilateral 

trading facility, by executing client orders with regard to shares; 

broker: a party providing brokerage services; 

to provide brokerage services:

a. all activities carried out in the pursuit of a profession or business focused on establishing, as a broker, a 

contract regarding a financial product other than a financial instrument, credit or insurance between a 

consumer and a provider; 

b. all activities carried out in the pursuit of a profession or business focused on establishing, as a broker, a 

contract regarding credit between a consumer and a provider, or on assisting in the administration and 

performance of such a contract; or 

c. all activities performed in the pursuit of a profession or business focused on establishing, as a broker, an 

insurance contract between a client and an insurer, or on assisting in the administration and performance of 

an insurance contract; 

restricted circle: a circle composed of persons or companies from which a person or company obtains the disposal 

of callable funds, 

a. that is accurately defined; 

b. whose joining criteria have been defined beforehand, are verifiable and do not facilitate entry for persons or 

companies not belonging to the circle; and 

c. in which the members of the circle already have a legal relationship with the person or company obtaining 

the disposal of the funds at the time when the callable funds are received, based on which they may in all 

reasonableness be aware of its financial position; 

depositary: a legal person entrusted with the safekeeping of a collective investment scheme’s assets; 

administrator: the administrator as referred to in Section 3:162(4), or the party appointed by the administrative or 

judicial bodies in another Member State in order to implement financial reorganisation measures; 

bidder: a natural person, legal person or company, or an equivalent body or joint venture under foreign law, by 

which or on whose behalf, either individually or together with other natural persons, legal persons, companies or 

equivalent bodies or joint ventures, a public takeover bid is prepared or made, or has been made; 

branch office: 

a. a section without legal personality of a financial enterprise that is not an insurer or investment firm 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

permanently existing in a State other than the State where this financial enterprise has its registered office; 

or 

b. a permanent section of an insurer, other than the registered office, that is managed by the insurer’s own 

staff or by an independent person authorised to represent the insurer on a permanent basis; or 

c. joint sections without legal personality of an investment firm that performs investment services, investment 

activities or ancillary services, permanently existing in a State other than the State where this investment 

firm has its registered office; 

central credit institution: a bank which co-determines the policy relating to a group of banks of which the bank itself 

also forms part; 

clearing institution: a party whose business it is to conclude contracts regarding financial instruments with a central 

counterparty that acts as an exclusive other party in respect of these contracts, of which the provisions indicating 

the essence of the performance correspond to the provisions forming part of contracts concluded on a trading 

platform by third parties or by the party itself in its capacity as a party to the contract, and which indicate the 

essence of the performance in the latter contracts; 

clearing institution established in a non-designated State: a clearing institution having its registered office in a State 

outside the Netherlands that is not designated under Section 2:6(2) as a State in which the supervision of clearing 

institutions provides sufficient safeguards with regard to the interests which this Act seeks to protect; 

Community co-assurance: direct non-life insurance regarding major risks, effected in co-insurance, whereby: 

a. the non-life insurer that acts as the first non-life insurer has assumed its obligations under the non-life 

insurance contract from a place of business in a Member State other than the Member State in which at 

least one of the other co-insurers has done so; and 

b. the risk is situated in a Member State; 

consumer: a natural person not acting in the pursuit of his business or profession to whom a financial enterprise 

provides a financial service; 

unit-holder: a shareholder or a holder of a unit in a collective investment scheme; 

deposit: a credit that is formed by funds in an account or that temporarily arises out of normal bank transactions, 

and that a bank must repay pursuant to the applicable statutory and contractual conditions, as well as debts 

represented by debt instruments issued by a bank, with the exception of bonds that satisfy the conditions stated in 

Article 22(4) of the UCITS Directive; 

deposit-guarantee scheme: a system providing a guarantee for deposit holders’ claims against banks with regard to 

the risk that these banks are unable to fulfil their obligations relating to such claims; 

offeree company: the institution that issued securities on which a public takeover bid has been announced, is made 

or must be made; 

durable medium: a device enabling a person to store information addressed personally to him in a manner that 

makes this information accessible for future reference for a period of time appropriate for the objective which the 

information may serve, and that allows the unchanged reproduction of the information stored; 

security:

a. a negotiable share or other negotiable instrument or right considered equivalent and not being an apartment 

right; 

b. a negotiable bond or other negotiable debt instrument; or 

c. any other negotiable instrument issued by a legal person, company or institution by which securities referred 

to under (a) or (b) may be acquired through exercising the rights attached to this instrument or through 

conversion, or that can be settled in cash; 

effective credit compensation percentage: the lending fee to be charged to the consumer in the performance of a 

credit contract in accordance with the repayment schedule, expressed as an annual percentage of the outstanding 

balance, calculated in a manner to be specified by ministerial regulation; 

electronic money: a monetary value stored on an electronic device or stored on-distance in a central accounting 

record; 

electronic(ally): electronic equipment for the processing (including digital compression), storage and transmission of 

data through wires, radio, optical technologies or other electromagnetic means; 

electronic money institution: a party, not being a bank, whose business it is to obtain the disposal of funds in 

exchange for which electronic money with which payments can be made is issued, also to parties other than the 

party issuing the electronic money; 

entity for risk acceptance: an institution, not being an insurer, which accepts risks transferred from an insurer and 

finances the acceptance of these risks exclusively by attracting funds from third parties regarding which the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

repayment obligations are subordinate to the payment obligations arising from accepting the transferred risks; 

entity for risk acceptance having its registered office in a non-designated State: an entity for risk acceptance having 

its registered office in a non-Member State that is not designated under Section 2:54d(2) as a State in which the 

supervision of entities for risk acceptance provides sufficient safeguards with regard to the interests which this Act 

seeks to protect; 

European investment firm: investment firm having its registered office in another Member State that holds a licence 

there to conduct its business; 

European reinsurer: a reinsurer having its registered office in another Member State that holds a licence there to 

conduct its business corresponding to that referred to in Section 2:26a; 

European credit institution: credit institution having its registered office in another Member State that holds a licence 

there to conduct its business; 

European life insurer or non-life insurer: life insurer or non-life insurer having its registered office in another Member 

State that holds a licence there to conduct its business corresponding to the licence referred to in Section 2:27; 

financial instrument:

a. securities; 

b. money market instruments; 

c. units in a collective investment scheme, not being securities; 

d. options, futures, swaps, forward rate agreements and any other derivative contracts relating to securities, 

currencies, interest rates or yields, or other derivative instruments, indices or financial measures which may 

be settled physically or in cash; 

e. options, futures, swaps, forward rate agreements and any other derivative contracts relating to commodities 

that must be settled in cash or may be settled in cash at the option of one of the parties, otherwise than by 

reason of a default or other termination event; 

f. options, futures, swaps and any other derivative contracts relating to commodities that can only be 

physically settled provided they are traded on a regulated market or a multilateral trading facility; 

g. options, futures, swaps or forward rate agreements other than those referred to under (f) and any other 

derivative contracts relating to commodities which can be physically settled and are not intended for 

commercial purposes, and which have the characteristics of other derivative financial instruments; 

h. derivative instruments for the transfer of credit risk; 

i. financial contracts to settle differences; 

j. options, futures, swaps, forward rate agreements and any other derivative contracts relating to climate 

variables, freight rates, emission rights, inflation rates or other official economic statistics that must be 

settled in cash or may be settled in cash at the option of one of the parties, otherwise than by reason of 

default or other termination event, as well as any other derivative contracts relating to assets, rights, 

obligations, indices or measures other than those referred to above which have the characteristics of other 

derivative financial instruments; 

financial product:

a. an investment object; 

b. a current account including the ancillary payment facilities; 

c. electronic money; 

d. a financial instrument; 

e. credit; 

f. a savings account including the ancillary savings facilities; 

g. an insurance not being a reinsurance; or 

h. another product to be specified by Decree; 

financial service:

a. to offer; 

b. to advise on financial products other than financial instruments; 

c. to provide brokerage services; 

d. to provide reinsurance brokerage services; 

e. to act as a clearing institution; 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

f. to act as an authorised agent or authorised sub-agent; or 

g. to provide an investment service; 

h. to perform an investment activity; 

financial service provider: a party that offers a financial product other than a financial instrument, that advises on a 

financial product other than a financial instrument or that provides brokerage services, provides reinsurance 

brokerage services or acts as an authorised agent or authorised sub-agent; 

financial institution: a party, not being a credit institution, that has as its main business the performance of one or 

more of the activities referred to under 2-12 of Annex I to the Recast Banking Directive, or the acquisition or holding 

of units; 

financial Dutch parent holding company: financial holding company having its registered office in the Netherlands 

that is not a subsidiary of a Dutch investment firm or a Dutch credit institution or of a financial holding company 

having its registered office in the Netherlands, whereby the term ‘subsidiary’ shall be deemed to mean a subsidiary 

as referred to in Articles 1 and 2 of the Consolidated Accounts Directive, or an enterprise over which, in the opinion 

of the Dutch Central Bank, a parent enterprise exercises a predominant influence; 

financial enterprise:

a. a management company; 

b. a collective investment scheme; 

c. an investment firm; 

d. a depositary; 

e. a clearing institution; 

f. an entity for risk acceptance; 

g. a financial service provider; 

h. a financial institution; 

i. a credit institution; or 

j. an insurer; 

controlled enterprise: 

a. a subsidiary as referred to in Section 24a of Book 2 of the Dutch Civil Code; or 

b. an enterprise of which a person may exercise predominant control; 

qualified investor:

a. legal person or company that holds a licence or is otherwise regulated to be active on the financial markets; 

b. legal person or company that does not hold a licence or is not otherwise regulated to be active on the 

financial markets and whose only corporate object is to invest in securities; 

c. national or regional government body, central bank, international or supranational financial organisation or 

other similar international institution; 

d. legal person or company having its registered office in the Netherlands that: 

 1°. is classified as a small enterprise under rules to be laid down by Decree; and 

 2°. was registered by the Authority for the Financial Markets as a qualified investor at its own request; 

e. legal person or company, not being a legal person or company as referred to in Subsection (d), opening 

words and under 1°; 

f. natural person residing in the Netherlands who satisfies the rules to be laid down by Decree and who was 

registered by the Authority for the Financial Markets as a qualified investor at his own request; or 

g. natural person or enterprise classified as a qualified investor in another Member State as referred to in 

Article 2(1)(e)(iv) and (v) respectively of the Prospectus Directive; 

qualified shareholding: a direct or indirect holding representing ten percent or more of an enterprise’s issued capital 

or the right to exercise, directly or indirectly, ten percent or more of the voting rights in an enterprise, or the right to 

exercise, directly or indirectly, equivalent control over an enterprise, whereby in determining the number of voting 

rights of a party in an enterprise, the voting rights shall also include the voting rights which it has or is deemed to 

have under Section 5:45; 

municipal credit bank: a party offering credit, established by one or more municipalities; 

regulated information: information which an issuer or a person who seeks, without the issuer's consent, the 

admission of its securities to trading on a regulated market makes generally available pursuant to Section 5:25c to 

5:25f, 5:25h or 5:25i.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

regulated market: multilateral system which brings together or facilitates the bringing together of multiple buying and 

selling interests in financial instruments – within the system and in accordance with its non-discretionary rules – in a 

way that results in a contract with regard to financial instruments that have been admitted to trading in accordance 

with the rules and system of that market, and which operates on a regular basis and in accordance with the 

applicable rules on licensing and ongoing supervision; 

authorised agent: a party acting as an authorised agent; 

derivatives on commodities: a financial instrument as referred to under (e), (f) and (g) of the definition of financial 

instrument; 

large risks:

a. the risks pertaining to the sectors Railway Rolling Stock, Aircraft, Ships (sea, lake, river and canal vessels), 

Goods in Transit, Aircraft Liability and Liability for Ships (sea, lake, river and canal vessels), as listed in the 

Sectors Annex to this Act 

b. the risks pertaining to the sectors Credit and Suretyship, as listed in the Sectors Annex to this Act, insofar as 

the policyholder acts in the pursuit of a profession or business and the risk pertains to such a profession or 

business; or 

c. the risks pertaining to the sectors Land Vehicles (other than railway rolling stock), Fire and Natural Forces, 

Other Damage to Property, Motor Vehicle Liability, Road Transport Liability, General Liability and various 

monetary losses, as listed in the Sectors Annex to this Act, insofar as the policyholder satisfies two or more 

of the following requirements: 

1°. the value of the assets according to the balance sheet is more than € 6,200,000; 

2°. the net turnover of the previous financial year is more than € 12,800,000; 

3°. the average number of employees of the previous financial year amounts to more than 250; 

 whereby these requirements are applied on the basis of the consolidated accounts if the policyholder forms 

part of a group whose consolidated accounts are prepared in accordance with the Consolidated Accounts 

Directive, and these requirements apply to the participants in the joint venture collectively if the policyholder 

forms part of a joint venture; 

own-account trading: dealing in financial instruments using one’s own capital, which results in the conducting of 

transactions; 

trading portfolio: portfolio as referred to in Article 11(1) of the Recast Capital Adequacy Directive; 

reinsurer: a party that has as its business the conclusion of reinsurance contracts for its own account and the 

settlement of such reinsurance contracts; 

reinsurer having its registered office in a non-designated State: a reinsurer having its registered office in a nonMember State that is not designated under Section 2:26d(3) as a State in which the supervision of reinsurers 

provides sufficient safeguards with regard to the interests which this Act seeks to protect; 

reinsurance: an insurance in which risks are accepted which are transferred from an insurer or a pension fund; 

reinsurance broker: a party providing reinsurance brokerage services; 

to provide reinsurance brokerage services: all activities in the pursuit of a profession or business focused on 

establishing, as a broker, a contract in which risks from contracts of insurance are ceded or on assisting in the 

administration and performance of such a contract; 

IAS Regulation: Regulation (EC) No. 1606/2002 of the European Parliament and the Council of the European Union 

of 19 July 2002 on the application of international accounting standards (OJEU L 243);1

Recast Banking Directive: Commission Directive 2006/48/EC of the European Parliament and of the Council of 14 

June 2006 relating to the taking up and the pursuit of the business of credit institutions (recast) (OJEU L 177); 

Recast Capital Adequacy Directive: Commission Directive 2006/49/EC of the European Parliament and of the 

Council of 14 June 2006 on the capital adequacy of investment firms and credit institutions (recast) (OJEU L 177); 

eligible counterparty:

a. management company of a collective investment scheme; 

b. management company of a pension fund or of a comparable legal person or company; 

c. collective investment scheme: 

d. investment firm; 

e. national or regional government body, or government body administering the public debt; 

f. central bank; 

 

1

 WiT: ingevoegd. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

g. financial institution; 

h. international or supranational organisation governed by public law or comparable international organisation; 

i. credit institution; 

j. market maker; 

k. pension fund or comparable legal person or company; 

l. person or company trading for its own account in commodities and derivatives on commodities; 

m. local firm; 

n. insurer; 

Enterprise for collective investment in transferable securities (UCITS): a collective investment scheme as referred to 

in Article 1(2) of the UCITS Directive; 

institutional investor:

a. collective investment scheme; 

b. life insurer; or 

c. pension fund; 

credit: monetary credit or commodities credit, whereby these terms shall have the following meaning: 

a. monetary credit: to make a sum of money available to a consumer, regarding which the consumer is 

required to make one or more payments; 

b. commodities credit: 

 1°. to make the enjoyment of movable property, a financial instrument or an investment object available to a 

consumer, or to make a sum of money available to a consumer or a third party regarding the enjoyment of 

movable property, a financial instrument or an investment object to be made available to that consumer, 

regarding which the consumer is required to make one or more payments; or 

 2°. to provide a service to a consumer that is not provided pursuant to a contract stipulating the regular 

provision of services and whereby the consumer is required to effect payment in instalments throughout the 

period in which the service is provided, or to make a sum of money available to a consumer or a third party 

with regard to the provision of a service to that consumer, regarding which the consumer is required to make 

one or more payments; 

credit institution: a bank or electronic money institution; 

life insurer: a party that has as its business the conclusion of life insurance contracts for its own account and the 

settlement of such life insurance contracts; 

life insurance: a life insurance contract as referred to in Section 975 of Book 7 of the Dutch Civil Code, on the 

understanding that the life insurer’s performance is made only in money, or a funeral expenses and benefits in kind 

insurance contract as referred to in this section; 

Member State: a State that is a member of the European Union as well as a State, not being an EU Member State, 

that is party to the European Economic Area Agreement; 

limit order: an order to buy or sell a financial instrument for the limit price stated or a better price, and in a specified 

quantity; 

market maker: a person that constantly displays a willingness on the financial markets to trade for his own account 

by buying and selling financial instruments for prices set by him; 

market operator: a person managing or operating a regulated market; 

parent company: a legal person having one or more subsidiaries as referred to in Section 24a of Book 2 of the 

Dutch Civil Code; 

parent enterprise: a parent enterprise as referred to in Articles 1 and 2 of the Consolidated Accounts Directive, or 

an enterprise which, in the opinion of the Dutch Central Bank, effectively exercises a predominant influence over 

another enterprise; 

multilateral trading facility: multilateral system operated by an investment firm which brings together multiple buying 

and selling interests in financial instruments – within the system and in accordance with its non-discretionary rules – 

in a way that results in a contract in accordance with the applicable rules on licensing and ongoing supervision; 

funeral expenses and benefits in kind insurer: a party, not being a life insurer, that has as its business the 

conclusion of funeral expenses and benefits in kind insurance contracts for its own account and the settlement of 

such insurance contracts; 

funeral expenses and benefits in kind insurer having its registered office in a non-designated State: a funeral 

expenses and benefits in kind insurer having its registered office in a State outside the Netherlands that is not 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

designated under Section 2:50(2) as a State in which the supervision of funeral expenses and benefits in kind 

insurers provides sufficient safeguards with regard to the interests which this Act seeks to protect; 

funeral expenses and benefits in kind insurance: an insurance contract relating to the provision of the funeral of a 

natural person, whereby the insurer undertakes to perform an obligation that does not include the payment of a 

financial benefit; 

the Dutch Central Bank: De Nederlandsche Bank N.V.; 

Dutch investment firm: investment firm having its registered office in the Netherlands that holds a licence to conduct 

its business; 

Dutch EU parent investment firm: parent investment firm having its registered office in the Netherlands that is not 

itself a subsidiary of an investment firm, credit institution or of a financial holding company having its registered 

office in a Member State; 

Dutch EU parent credit institution: parent credit institution having its registered office in the Netherlands that is not 

itself a subsidiary of an investment firm, credit institution or a financial holding company having its registered office 

in a Member State; 

Dutch financial EU parent holding company: financial holding company having its registered office in the 

Netherlands that is not a subsidiary of an investment firm, credit institution or a financial holding company having its 

registered office in a Member State; 

Dutch credit institution: credit institution having its registered office in the Netherlands that holds a licence to 

conduct its business; 

Dutch reinsurer, life insurer or non-life insurer: reinsurer, life insurer or non-life insurer having its registered office in 

the Netherlands that holds a licence to conduct its business; 

Dutch parent investment firm: investment firm having its registered office in the Netherlands that has as a subsidiary 

an investment firm, credit institution or financial institution or that owns a shareholding in such a financial enterprise 

and that is not itself a subsidiary of another Dutch investment firm, Dutch credit institution or financial holding 

company having its registered office in the Netherlands; 

Dutch parent credit institution: credit institution having its registered office in the Netherlands that has as a 

subsidiary an investment firm, credit institution or financial institution or that owns a shareholding in such a financial 

enterprise and that is not itself a subsidiary of another Dutch investment firm, Dutch credit institution or financial 

holding company having its registered office in the Netherlands; 

ancillary service:

a. custody and management of financial instruments for the account of clients, including safekeeping and 

related services such as cash or securities custody; 

b. granting credits or loans to an investor so as to enable the latter to conduct a transaction in one or more 

financial instruments, where the firm granting the credit or loan is a party to the transaction; 

c. advice to enterprises on capital structure, industrial strategy and related matters, and advice and services 

relating to mergers and the purchase of enterprises; 

d. foreign exchange services where these are connected to the provision of investment services; 

e. investment research and financial analysis or other forms of general recommendations relating to 

transactions in financial instruments; 

f. services related to underwriting; 

g. investment services or activities as well as ancillary services relating to the underlying security of the 

financial instruments, as referred to under (e), (f), (g) or (i) of the definition of financial instrument, to the 

extent that these are connected to the provision of investment or ancillary services; 

non-European investment firm: investment firm that has been licensed in a non-Member State where, in the opinion 

of the Dutch Central Bank, the prudential supervision is at least equivalent to the prudential supervision based on 

this Act; 

non-European credit institution: credit institution having its registered office in a non-Member State that holds a 

licence there to conduct its business; 

non-European reinsurer, life insurer or non-life insurer: reinsurer, life insurer or non-life insurer having its registered 

office in a non-Member State that holds a licence there to conduct its business; 

non-professional investor: a client that is not a professional investor; 

sub-broker: a broker providing brokerage services for another broker; 

authorised sub-agent: a party acting as an authorised sub-agent; 

Our Minister: Our Minister of Finance; 

public takeover bid: a bid for securities as referred to in Section 217(1) of Book 6 of the Dutch Civil Code, made by 

means of a public announcement, or an invitation to make a bid for securities, whereby the bidder has the intention 

to acquire these securities; 

to act as an authorised agent: to conclude an insurance contract with a client in the pursuit of a profession or 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

business as an authorised party of an insurer for the latter’s account; 

to act as an authorised sub-agent: to conclude an insurance contract with a client in the pursuit of a profession or 

business under a sub-authorisation issued by an authorised agent or by an authorised sub-agent, as an authorised 

party of an insurer for the latter’s account; 

relief institution: a public limited company having its registered office in the Netherlands whose sole object is to 

help, on the instructions of the Dutch Central Bank, a life insurer in trouble by reinsurance or by assuming the life 

insurer’s portfolio; 

callable funds: funds that must be repaid at some point, for whatever reason, and regarding which it is clear 

beforehand which nominal sum must be repaid; 

distance contract:

a. a contract regarding a financial service or financial product, concluded between a financial enterprise and a 

consumer in the context of a system organised by the financial enterprise for distance sales or services, 

which contract is established exclusively by using one or more distance communication technologies; 

b. a contract intended to accrue a fund to pay for the provision of the funeral of a natural person, concluded 

between a funeral expenses and benefits in kind insurer and a consumer in the context of a system 

organised by the funeral expenses and benefits in kind insurer for distance sales or services, which contract 

does not entail an investment risk for the latter and is established exclusively by using one or more distance 

communication technologies; 

predominant control: the right to exercise 30 percent or more of the voting rights in a general meeting of 

shareholders of a public limited company; 

persons acting in joint consultation: natural persons, legal persons or companies collaborating under a contract with 

the aim to acquire predominant control in a public limited company or, if the offeree company is one of the 

collaborators, to frustrate the success of an announced public takeover bid for that company; the following 

categories of natural persons, legal persons or companies are deemed in any case to act in joint consultation: 

1°. legal persons or companies which together form part of a group as referred to in Section 24b of Book 2 of 

the Dutch Civil Code; 

 2°. natural persons, legal persons or companies and the enterprises controlled by them; 

person: a natural person or legal person; 

pension fund:

a. a sectoral pension fund as referred to in Section 1 of the Pensions Act (Pensioenwet); 

b. a company pension fund as referred to in Section 1 of the Pensions Act; or 

c. an occupational pension fund as referred to in Section 1 of the Occupational Pension Scheme (Compulsory 

Membership) Act (Wet verplichte beroepspensioenregeling) as well as the pension fund referred to in Section 

113a(1) of the Notaries Act (Wet op het notarisambt); 

execution location: regulated market, multilateral trading facility, investment firm operating as a systematic 

internaliser, market maker or other liquidity provider or entity performing a task in a third country similar to that of 

one of the aforesaid parties; 

local firm: a party that trades, solely for its own account or for the account of investment firms that have been 

admitted to trading on those markets, or quoting these investment firms a price insofar as the execution and 

settlement of the transactions takes place under the responsibility of and is guaranteed by a clearing institution 

having its registered office in the Netherlands, on the markets for: 

a. options for the acquisition or disposal of financial instruments; 

b. commodities futures or equivalent instruments aimed at monetary settlement; 

c. other derivative financial instruments; or 

d. financial instruments in relation to the derivative financial instruments referred to under (a) to (c), solely to 

cover positions on markets for said derivative financial instruments; 

premium: the performance, expressed in money, to be delivered by the policyholder under an insurance contract, 

not including insurance premium tax; 

professional investor:
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

a. management company of a collective investment scheme; 

b. management company of a pension fund or of a comparable legal person or company; 

c. collective investment scheme: 

d. investment firm; 

e. national or regional government body, or government body administering the public debt; 

f. central bank; 

g. financial institution; 

h. international or supranational organisation governed by public law or comparable international organisation; 

i. credit institution; 

j. market maker; 

k. enterprise whose main activity is investing in financial instruments, implementing securitisation programmes 

or other financial transactions; 

l. pension fund or comparable legal person or company; 

m. person or company trading for its own account in commodities and derivatives on commodities; 

n. local firm; 

o. legal person or company that satisfies two of the following magnitude requirements: 

 1°. a balance sheet total of € 20,000,000 or more; 

 2°. net turnover of € 40,000,000 or more; 

 3°. equity capital of € 2,000,000 or more; 

p. insurer; 

professional market party:

a. qualified investor; 

b. subsidiary of a qualified investor that is involved in the supervision of the qualified investor on a consolidated 

basis; 

c. any other persons or companies designated by Decree as professional market parties; 

Prospectus Regulation: Regulation (EC) No. 809/2004 of the Commission of the European Communities of 29 April 

2004 implementing Directive 2003/71/EC of the European Parliament and of the Council of the European Union as 

regards information contained in prospectuses, as well as the format, incorporation by reference and publication of 

such prospectuses and dissemination of advertisements (OJEU L 149); 

commission: remuneration or fee, in whatever form, for acting as a broker or advisor in respect of a financial product 

or providing an investment service or ancillary service; 

legal assistance insurer: a non-life insurer active in the Legal Assistance sector; 

advertisement: any form of information provision that serves to praise or recommend a particular financial service or 

a particular financial product; 

register holder:

a. where the register concerns financial enterprises that may conduct activities under Parts 2.2.1 to 2.2.4 

inclusive and 2.3.1 to 2.3.4 inclusive and data that may be registered under Part 2, Prudential Supervision of 

Financial Enterprises: the Dutch Central Bank; 

b. where the register concerns financial enterprises that may conduct activities under Parts 2.2.5 to 2.2.13 

inclusive and 2.3.5 to 2.3.8 inclusive and data that may be registered under Part 4, Conduct of Business 

Supervision of Financial Enterprises or Part 5, Market Conduct Supervision: the Authority for the Financial 

Markets; 

UCITS Directive: Council Directive 85/611/EEC of 20 December 1985 on the coordination of laws, regulations and 

administrative provisions relating to enterprises for collective investment in transferable securities (UCITS) (OJEC L 

375); 

Consolidated Accounts Directive: Seventh Council Directive 83/349/EEC of 13 June 1983 based on Article 54(3)(g) 

of the Treaty on consolidated accounts (OJEC L 193); 

Annual Accounts Directive: Fourth Council Directive No. 78/660/EEC of 25 July 1978 based on Article 54(3)(g) of 

the Treaty on the annual accounts of certain types of companies (OJEC L 222);

Markets in Financial Instruments Directive: Directive 2004/39/EC of the European Parliament and of the Council of 

21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and 

Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC 

(OJEU L 145); 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Market Abuse Directive: Directive No. 2003/6/EC of the European Parliament and of the Council of the European 

Union of 28 January 2003 on insider dealing and market manipulation (OJEC L 96);

Prospectus Directive: Directive 2003/71/EC of the European Parliament and of the Council of the European Union 

of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to 

trading and amending Directive 2001/34/EC (OJEU L 345); 

Transparency Directive: Directive No. 2004/109/EC of the European Parliament and of the Council of 15 December 

2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities 

are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJEU L 390);

Insurance Mediation Directive: Directive 2002/92/EC of the European Parliament and of the Council of 9 December 

2002 on insurance brokerage (OJEC L 9); 

rationalisation measure: the emergency regulations referred to in Part 3.5.5, or a measure taken in another Member 

State which entails any action of the competent authorities in that Member State and is meant to maintain or 

remedy the financial position of a credit institution or an insurer, and is of such a nature that the measure affects 

existing rights of third parties; 

non-life insurer: a party that has as its business the conclusion of non-life insurance contracts for its own account 

and the settlement of such non-life insurance contracts; 

non-life insurance:

a. a non-life insurance contract as referred to in Section 944 of Book 7 of the Dutch Civil Code, not being a 

funeral expenses and benefits in kind insurance contract; 

b. an accident insurance contract; or 

c. an insurance contract providing for payment of a capital sum as referred to in Section 964 of Book 7 of the 

Dutch Civil Code, not being a non-life insurance contract or a financial instrument, 

on the understanding that, for the purposes of this Act, insurance is only deemed to be non-life insurance if it 

involves a payment obligation as a consequence of an uncertain event or an uncertain circumstance that affects the 

insured party’s interests; 

State in which the risk is situated:

a. the State in which the items of property covered by a non-life insurance contract are located, where the nonlife insurance contract concerns immovable property or immovable property and its contents, insofar as this 

is covered by the same non-life insurance contract; 

b. the State of registration of vehicles or vessels irrespective of their nature which are covered by a non-life 

insurance contract; 

c. the State in which a policyholder has taken out an insurance contract where it concerns a non-life insurance 

contract with a duration of four months or less that covers risks run during a trip or holiday, irrespective of 

the sector; 

d. in all other cases of non-life insurance, the State in which the policyholder has his habitual place of 

residence, or, where the policyholder is a legal person, the State in which this legal person has a fixed 

permanent establishment that is covered by the insurance contract; 

distance communication technology: any device that, without the simultaneous physical presence of a financial 

enterprise and a consumer or client, may be used for providing financial services; 

supervisory authority: a foreign government body or a foreign government-appointed body which is entrusted with 

the supervision of financial markets or persons working on such markets; 

supervisor: the Dutch Central Bank or the Authority for the Financial Markets, each to the extent that they are 

entrusted with the supervision under Section 1:24 and Section 1:25 respectively; 

to delegate: the issue of an instruction to a third party by a financial enterprise for it to carry out activities on behalf 

of that financial enterprise: 

a. which form part of or arise from the operation of its business or the provision of financial services; or 

b. which form part of the essential operating processes in support thereof; 

issuer: any party that has issued securities or intends to issue securities; 

execution fees: expenses which are directly related to the execution of an order with regard to a financial instrument 

and are charged to the client; 

Directive implementing the Markets in Financial Instruments Directive: Commission Directive 2006/73/EC of 10 

August 2006 implementing Directive 2004/39/EC of the European Parliament and of the Council as regards 

organisational requirements and operating conditions for investment firms and defined terms for the purposes of 

that Directive (OJEU L 241); 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Regulation implementing the Markets in Financial Instruments Directive: Commission Regulation (EC) No. 

1287/2006 of 10 August 2006 implementing Directive 2004/39/EC of the European Parliament and of the Council 

as regards record-keeping obligations for investment firms, transaction reporting, market transparency, admission 

of financial instruments to trading, and defined terms for the purposes of that Directive (OJEU L 241); 

guarantee scheme: the investor-compensation scheme or the deposit-guarantee scheme; 

tied agent: a person that, under the full and unconditional responsibility of only one investment firm for whose 

account he acts, provides the investment services referred to under (a), (d) or (e) of the definition of providing an 

investment service in Section 1:1 and recommends these services or ancillary services to clients; 

to provide an investment service:

a. to receive and forward, in the pursuit of a profession or business, client orders with regard to financial 

instruments; 

b. to execute, in the pursuit of a profession or business, orders with regard to financial instruments for the 

account of those clients; 

c. to manage an individual capital; 

d. to provide advice with regard to financial instruments in the pursuit of a profession or business; 

e. to underwrite or place financial instruments when they are offered, as referred to in Chapter 5.1, on a firm 

commitment basis, in the pursuit of a profession or business; 

f. to place financial instruments when they are offered, as referred to in Chapter 5.1, without a firm 

commitment basis, in the pursuit of a profession or business; 

portfolio manager: a party that manages an individual capital; 

to perform services:

a. by entities for risk acceptance: the acceptance, by an entity for risk acceptance, of a risk that lies in a State 

other than the State of the place of business from where the risk is accepted; 

b. by insurers: 

1°. the conclusion of a reinsurance contract by a reinsurer with regard to a risk that lies in a State other than 

the State of the place of business from where the insurance contract is concluded; 

2°. the conclusion of a life insurance contract by a life insurer from a place of business situated in a State other 

than that in which the policyholder has his habitual place of residence, or, where the policyholder is a legal 

person, the place of business of this legal person which is covered by the insurance contract; 

3°. the conclusion of a funeral expenses and benefits in kind insurance contract by a funeral expenses and 

benefits in kind insurer from a place of business situated in a State other than that in which the policyholder 

has his habitual place of residence; 

4°. the conclusion of a non-life insurance contract by a non-life insurer with regard to a risk that lies in a State 

other than the State of the place of business from where the insurance contract is concluded;

representative of an insurer: a party appointed by a life insurer, a funeral expenses and benefits in kind insurer or a 

non-life insurer to represent it in a State other than the State where that insurer has its registered office in the 

exercise of the powers of the insurer and the compliance with the regulations applicable to the insurer in the firstmentioned State; 

insurer: a reinsurer, a life insurer, a funeral expenses and benefits in kind insurer or a non-life insurer; 

insurance: 

a. reinsurance; 

b. life insurance; 

c. funeral expenses and benefits in kind insurance; or 

d. non-life insurance; 

place of business: branch office or registered office; 

insurance claim: a direct claim against the insurer of an insured party, policyholder, beneficiary or injured party, 

including the claim relating to sums reserved for these persons as long as not all elements of the claim are known, 

as well as the claim to refund premiums received by the insurer in the non-fulfilled expectation that an insurance 

contract would be concluded, or received under an insurance contract that was subsequently dissolved or annulled; 

registered office: the place where an enterprise is established according to its articles of association or regulations 

or, where it is not a legal person, the place where such enterprise has its principal place of business. 

Part 1.1.2. Scope with regard to financial enterprises

1.1.2.1. General
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 1:2

This Act, with the exception of this part, Chapters 5.1, 5.1a, 5.3 and 5.5 and Part 5.4.2, shall not apply to the 

European Central Bank, the Member States’ central banks, the Member States’ national institutions with a similar 

function and the Member States’ government institutions that are entrusted with or involved in the administration of 

the public debt, international institutions under public law in which one or more Member States participate and 

institutions as referred to in Article 2 of the Recast Banking Directive. 

Section 1:3

For the purposes of the provisions arising from this Act, a financial enterprise shall also be understood to mean a 

person belonging to one of the categories of financial enterprises that does not have the objective of generating 

profits. 

Section 1:3a 

This chapter, Chapters 1.3, 1.4 and 1.5 and Part 1.6.3 of this Act shall apply mutatis mutandis to the supervision of 

compliance with and the enforcement of Articles 7, 8, 17, 24, 27, 29, 36 and 37 of the Regulation implementing the 

Markets in Financial Instruments Directive. 

1.1.2.2. Clearing institutions and credit institutions

Section 1:4

The Dutch Central Bank is not a clearing institution or credit institution within the meaning of this Act. 

Section 1:5

1. As regards the pursuit of the business of an electronic money institution, this Act, with the exception of Sections 

3:35 and 4:31, shall not apply to an electronic money institution which issues electronic money with a maximum 

monetary value of € 150 per electronic storage device, if: 

a. the joint value of the financial liabilities of the electronic money institution relating to the issuance of 

electronic money does at no time exceed € 6,000,000; 

b. the electronic money is accepted only by an enterprise forming part of the group to which the electronic 

money institution belongs; or 

c. the electronic money is accepted only by a limited number of clearly distinguishable enterprises that either 

share the same building, premises or other limited local area, or have close financial or business ties with 

the electronic money institution. 

2. Section 3:71 and the provisions based on it shall apply mutatis mutandis to electronic money institutions as 

referred to in Subsection (1). The annual accounts shall specify which part of Subsection (1) applies and the 

total value of the financial liabilities relating to the issuance of electronic money.

3. This Act shall not apply to:

a. financial services relating to electronic money accepted as payment only by the financial enterprise issuing 

the electronic money; 

b. financial services relating to electronic money issued by an electronic money institution as referred to in 

Subsection (1) which are provided by a party other than the electronic money institution itself. 

1.1.2.3. Insurers

Section 1:6

1. This Act shall not apply to: 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

a. the Social Insurance Bank (Sociale Verzekeringsbank); 

b. the Employee Insurance Agency (Uitvoeringsinstituut werknemersverzekeringen) referred to in Chapter 5 of 

the Work and Income (Implementation Structure) Act (Wet structuur uitvoeringsorganisatie werk en 

inkomen); 

c. health insurance funds admitted under the Compulsory Health Insurance Act (Ziekenfondswet); 

d. mutual associations having their registered office in the Netherlands and mutual enterprises having their 

registered office outside the Netherlands that only conclude non-life insurance contracts with regard to 

damage or loss caused by armed conflict, civil war, insurrection, civil commotion, riot and mutiny; and 

e. enterprises exclusively operating in the Assistance sector that only grant cover in the event of an accident 

with or breakdown of a road vehicle, where, under the cover, assistance in the event of an accident or 

breakdown in the Netherlands or immediately across the border is limited to: 

 1°. on-the-spot technical assistance regarding which the enterprise usually deploys its own personnel or 

equipment; 

 2°. the transport of the road vehicle to the nearest or most suitable location for repair, and the possible 

transport of the driver and passengers, usually by the same means, to the nearest location where they can 

continue their journey by different means; 

 3°. the transport of the road vehicle, possibly with the driver and passengers, to their place of residence, 

their point of departure or their original destination within the Netherlands; 

 and, insofar as the cover extends to include an accident or breakdown abroad, where the assistance is 

limited to the activities listed under 1° and 2°, the driver or a passenger is a member of the enterprise and 

the assistance or the transport is provided merely on presentation of a membership card, without payment 

of any additional premium, by a similar organisation working in the State involved that undertakes this on 

the basis of reciprocity. 

2. Where a life insurance contract, in addition to the liability to make payments in money, includes liabilities of 

another nature, or where the life insurance contract includes liabilities relating to incidents with an uncertain 

cause and affecting a natural person, the life insurer’s business shall not lose its character and such liabilities 

shall not be deemed to have been assumed in the course of the business of a non-life insurer. 

Section 1:6a 

1. This Act, with the exception of this part, Chapters 5.1, 5.3, and 5.5 and Part 5.4.2, shall not apply to reinsurers 

which are appointed pursuant to Subsection (2).

2. Our Minister may, if he deems it necessary from the point of view of society, appoint reinsurers incorporated 

under contracts between life insurers, non-life insurers or funeral expenses and benefits in kind insurers, which 

contracts are aimed at combining insurance-related claims, without which contracts it would not be possible on 

the market to obtain adequate reinsurance cover for the risks referred to.

3. The decision to appoint may be revoked by Our Minister if he no longer deems the appointment necessary from 

the point of view of society, if the contracts are no longer aimed at combining insurance-related claims, or if it is 

no longer impossible to obtain adequate risk cover for the risks referred to without the contracts concerned.

Section 1:7

The reinsurers, life insurers and non-life insurers united under the name of Lloyd’s of London, United Kingdom, 

shall be regarded collectively as one reinsurer, one life insurer or one non-life insurer for the purposes of this Act. 

Section 1:8

1. The business of a life insurer or the business of a non-life insurer shall not include the conclusion or settlement 

of life insurance contracts and non-life insurance contracts respectively for one’s own account by a pension 

fund, insofar as that pension fund does so in performing a pension contract as referred to in Section 1 of the 

Pensions Act or an occupational pension scheme as referred to in Section 1 of the Occupational Pension 

Scheme (Compulsory Membership) Act.

2. The business of a life insurer or the business of a non-life insurer shall not include the conclusion or settlement 

of life insurance contracts and non-life insurance contracts respectively for one’s own account by enterprises 

that do not conclude or settle any life insurance contracts or non-life insurance contracts for their own account 

other than those serving to perform a pension contract with a director and major shareholder as referred to in 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 1 of the Pensions Act.

3. The business of a reinsurer shall not include the conclusion or settlement of reinsurance contracts for one’s own 

account by a pension fund, insofar as that pension fund accepts risks from other pension funds which have 

been accepted by the latter pension funds in the context of the conclusion or settlement of pension contracts as 

referred to in Section 1 of the Pensions Act or occupational pension schemes as referred to in Section 1 of the 

Obligatory Occupational Pension Scheme Act.

Section 1:9

1. An insurer who holds a licence as referred to in Section 2:37(1) or Section 2:40(1) to conduct the business of a 

life insurer in the General Life Insurance sector, and on that basis conducts the business of a funeral expenses 

and benefits in kind insurer, shall be governed only by the provisions concerning the conduct of the business of 

a life insurer.

2. An insurer who holds a licence as referred to in Section 2:48(1) or Section 2:50(1) to conduct the business of a 

funeral expenses and benefits in kind insurer shall be governed only by the provisions concerning the conduct 

of the business of a funeral expenses and benefits in kind insurer.

Section 1:10

A Decree shall provide which of the rules arising from this Act as regards conducting the business of a non-life 

insurer and the business of a funeral expenses and benefits in kind insurer shall not apply, on conditions to be 

further specified in the Decree, in respect of the following categories: 

a. mutual associations of limited size having their registered office in the Netherlands that conduct the business 

of a non-life insurer and mutual enterprises of limited size having their registered office outside the 

Netherlands that conduct the business of a non-life insurer; 

b. non-life insurers having their registered office in the Netherlands that confine themselves to the conclusion 

and settlement of export credit insurance contracts for the account of or guaranteed by the State of the 

Netherlands; 

c. associations and mutual associations of limited size having their registered office in the Netherlands that 

conduct the business of a funeral expenses and benefits in kind insurer. 

Section 1:11

For the purposes of the provisions laid down by or pursuant to this Act with regard to the business of a non-life 

insurer, the Swiss Confederation shall be regarded as a Member State, on the understanding that different rules 

may be laid down in respect of certain issues by or pursuant to a Decree. 

1.1.2.4. Collective investment schemes

Section 1:12

1. This Act, with the exception of this part, Section 3:7 and Chapters 5.1, 5.3, 5.4 and 5.5, shall not apply to 

collective investment schemes which offer units to: 

a. fewer than one hundred persons that are not qualified investors; or 

b. only qualified investors. 

2. This Act, with the exception of this part, Section 3:7 and Chapters 5.1, 5.3, 5.4 and 5.5, shall not apply to 

management companies and depositaries insofar as they manage collective investment schemes as referred to 

in Subsection (1) or if they are responsible for the safekeeping of the assets of such collective investment 

schemes.

3. In the event of an offer of units as referred to in Subsection (1), opening words and under (a), not being 

transferable units in a collective investment scheme which are repurchased or repaid, either directly or 

indirectly, out of the assets not at the unit holders’ request, and in advertisements and documents announcing 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

such an offer, it shall be stated that the collective investment scheme does not require a licence pursuant to this 

Act and that no supervision of the collective investment scheme is exercised pursuant to Part 2, Prudential 

Supervision of Financial Enterprises and Part 4, Conduct of Business Supervision of Financial Enterprises. 

4. In the event of an offer of units as referred to in Subsection (1), opening words and under (b), not being 

transferable units in a collective investment scheme which are repurchased or repaid, either directly or 

indirectly, out of the assets not at the unit holders’ request, and in advertisements and documents announcing 

such an offer, it shall be stated that the offer is or will be directed exclusively at qualified investors. 

5. The provisions arising from this Act in respect of offering units in a collective investment scheme shall not apply 

to the offering - by natural persons not acting in the pursuit of their professions or businesses - of units owned 

by these persons.

Section 1:13

1. The provisions arising from this Act in respect of a collective investment scheme which is a unit trust or an 

investment company with a separate management company shall be directed at its management company.

2. The provisions arising from this Act in respect of a management company shall apply mutatis mutandis to a an 

investment company without a separate management company, with the exception of Sections 1:60(1), 

2:65(1)(a), 2:67, 2:71, 3:57, 3:95 and 4:59.

3. The provisions arising from Sections 4:46, 4:49, 4:50 and 4:52 in respect of a management company shall apply 

mutatis mutandis to a collective investment scheme having its registered office in a designated State which has 

no separate management company.

4. The registered office of a unit trust shall be situated in the State where its management company has its 

registered office.

5. The provisions arising from this Act in respect of collective investment schemes that offer units in the 

Netherlands, management companies of such collective investment schemes and depositaries associated with 

such collective investment schemes, shall apply mutatis mutandis to collective investment schemes that have 

offered units in the Netherlands, management companies of such collective investment schemes and 

depositaries associated with such collective investment schemes.

Section 1:14

The provisions arising from this Act in respect of enterprises for collective investment in transferable securities shall 

not apply to: 

a. collective investment schemes that, pursuant to their articles or fund regulations, may conclude loans for 

amounts in excess of the maximum stated in the UCITS Directive, or may pursue an investment policy that 

is broader than the restrictions ensuing from the UCITS Directive; and 

b. investment companies that primarily invest via subsidiaries in objects other than financial instruments as 

referred to in Section 4:60(1). 

Part 1.1.3. Scope with regard to financial services

1.1.3.1. General

Section 1:15

This Act, with the exception of this part and Part 5, Market Conduct Supervision, shall not apply to: 

a. the provision of financial services, with the exception of offering units in a collective investment scheme, by 

pension funds, insofar as they provide these financial services to the sector, enterprise or professional group 

with which they are associated; and 

b. portfolio management on behalf of pension funds as referred to under (a) or allied funds by persons that are 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

associated with the fund to which this financial service is provided. 

Section 1:15a 

1. The provisions arising from this Act in respect of clients shall apply mutatis mutandis with regard to persons to 

whom a financial enterprise intends to provide a financial service.

2. The provisions arising from this Act in respect of consumers shall apply mutatis mutandis with regard to natural 

persons not acting in the pursuit of their businesses or professions to whom a financial enterprise intends to 

provide a financial service.

1.1.3.2. Services of the information society

Section 1:16

1. This Act, with the exception of Sections 2:36(2) to (4), 2:38, 2:39 and 2:46, shall not apply to financial services 

that may be classified as a service of the information society as referred to in Section 15d(3) of Book 3 of the 

Dutch Civil Code and that are provided by a financial enterprise having its registered office in another Member 

State or from a branch office situated in another Member State by a financial enterprise having its registered 

office in a non-Member State.

2. If measures are required to protect any of the interests referred to in Section V(6)(a) of the Act amending the 

Electronic Commerce Directive (Aanpassingswet richtlijn inzake elektronische handel), Our Minister may 

stipulate, where necessary applying Section V(6), that Part 4, Conduct of Business Supervision of Financial 

Enterprises and the provisions based thereon shall apply, either wholly or in part, in derogation from Subsection 

(1), to a particular financial service as referred to in that subsection.

Section 1:17

The provision of a financial service in the Netherlands shall also mean the provision of an financial service that may 

be classified as a service of the information society as referred to in Section 15d(3) of Book 3 of the Dutch Civil 

Code in another Member State by a financial enterprise having its registered office in the Netherlands or by a 

branch office situated in the Netherlands of a financial enterprise having its registered office in a non-Member State. 

1.1.3.3. The provision of investment services and performance of investment activities

Section 1:18

This Act, with the exception of Part 5, Market Conduct Supervision, shall not apply to the provision of investment 

services and the performance of investment activities insofar as: 

a. these are provided to or performed for the enterprise of which the investment firm is a subsidiary, for its 

subsidiaries or for another subsidiary of the enterprise of which it is a subsidiary; 

b. these consist in the administration of an employee participation scheme in relation to financial instruments; 

c. these are provided or performed by investment firms whose main business consists in trading for own 

account in commodities or derivatives on commodities and which do not form part of a group whose main 

business consists in providing other investment services, performing other investment activities or 

conducting the business of a bank; 

d. these are provided or performed by life insurers, non-life insurers or reinsurers; 

e. this concerns investment services provided by investment firms which perform these financial services as an 

occasional activity in the context of another professional activity that is subject to statutory or administrative 

regulations or to a professional code of conduct and is not prohibited on that basis; 

f. this concerns advisory services regarding transactions in financial instruments in the context of another 

professional activity, and no specific payment is made for this financial service; 

g. these consist in trading for own account in financial instruments or providing investment services with regard 

to derivatives on commodities or financial instruments as referred to under (j) of the definition of financial 

instrument in Section 1:1 to clients of the main business of the party providing the service, if: 

1°. this trading or this service can be regarded at group level as a secondary activity of its main business, 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

and 

 2°. the group’s main business does not consist in providing investment services, performing investment 

activities or conducting the business of a bank; 

h. this involves own-account trading, with the exception of own-account trading by market makers or ownaccount traders who frequently act in an organised and systematic manner outside a regulated market or 

multilateral trading facility by offering a system accessible to third parties for concluding transactions with 

them; 

i. these consist in acting exclusively as a local firm. 

Section 1:19

The provisions arising from this Act in respect of Subsections (a) and (b) of the definition of providing an investment 

service in Section 1:1 shall not apply to the buying or selling of units in collective investment schemes by the 

management companies of those collective investment schemes. 

1.1.3.4. Credit-related financial services

Section 1:20

This Act shall not apply to: 

a. the provision of credit by public bodies in execution of a statutory duty; 

b. financial services provided by registered money transaction offices as referred to in Section 2(1) of the Act 

on Money Transaction Offices (Wet inzake de geldtransactiekantoren), insofar as these are services which 

they are permitted to provide under that Act; 

c. credit-related financial services whereby the effective lending rate at the time when the credit contract is 

concluded does not exceed the statutory interest rate as referred to in Section 120(1) of Book 6 of the Dutch 

Civil Code, insofar as the credit is offered to fewer than 100 consumers or is offered by an employer to its 

employees; 

d. credit-related financial services consisting in a lease or encompassing a lease, unless this lease concerns 

items of property to be specified by Decree and serves to extend the provision of the enjoyment of the item 

of property to which the contract relates beyond the term of six months, whether or not through a renewal of 

that contract or the conclusion of a new contract; 

e. credit-related financial services consisting in the receipt of movable items of property of a consumer in 

exchange for making available a sum of money to the consumer, insofar as the repayment claim against the 

consumer will lapse if the financial enterprise converts the relevant movable items of property into cash; and 

f. credit-related financial services whereby it has been agreed that none of the payments owed by the 

consumer in this respect will be made later than three months after the sum of money was made available, 

the enjoyment of a movable item of property, financial instrument or investment object was provided or a 

service was performed. 

1.1.3.5. Insurance-related financial services

Section 1:21

This Act shall not apply to: 

a. insurance brokerage services, insofar as: 

1°. the provision of the brokerage services only requires knowledge of the insurance cover offered; 

2°. the insurance is not a life insurance contract and does not cover liability risks; 

3°. the broker concerned has a main professional activity other than insurance brokerage services; 

4°. the insurance is supplementary to the supply of an item of property or the provision of a service by the 

broker concerned, which will be the case where the relevant insurance contract covers the risk of 

breakdown, loss or damage to the items of property supplied by that broker, or covers the risk of damage to 

or loss of baggage or other risks pertaining to a journey booked through that broker, even if the insurance 

covers life insurance or liability risks provided that this cover is ancillary to the main cover regarding the 

risks pertaining to that journey; and 

5°. this concerns an insurance contract whereby the amount of the annual premium does not exceed € 500 

and the full term of the insurance contract, including any extensions, does not exceed a period of five years; 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

and 

b. insurance-related financial services in respect of risks and liabilities situated in a non-Member State. 

Section 1:22

The provisions arising from Sections 4:9(1) and (2), 4:10, 4:11(2) and (3), 4:13(1) and (2), 4:15(1) and (2), 4:19, 

4:20(1), 4:23(1) to (3), and 4:73(1) to (5) shall apply mutatis mutandis to the provision of insurance brokerage 

services and the provision of reinsurance brokerage services from the Netherlands for clients that have their 

habitual residence in another Member State. 

Part 1.1.4. Affecting the validity of legal acts

Section 1:23

The validity of a legal act under private law performed contrary to the rules laid down by or pursuant to this Act 

cannot be affected on that account, except where otherwise provided by this Act. 

Chapter 1.2. Supervisors

Part 1.2.1. General provisions

1.2.1.1. Responsibilities

Section 1:24

1. Prudential supervision shall focus on the solidity of financial enterprises and their contribution to the stability of 

the financial sector.

2. Under this Act, the Dutch Central Bank shall be required to exercise the prudential supervision of financial 

enterprises and to decide on the admission of financial enterprises to the financial markets.

Section 1:25

1. Conduct of business supervision shall focus on orderly and transparent financial market processes, integrity in 

relations between market parties and due care in the provision of services to clients.

2. Under this Act, the Authority for the Financial Markets shall be required to exercise the supervision of conduct of 

the financial markets and to decide on the admission of financial enterprises to those markets.

1.2.1.2. Institutional provisions

Section 1:26 

1. The Executive Board of the Authority for the Financial Markets shall have a minimum of three and a maximum of 

five members. The Chair and the other members of the Executive Board shall be appointed by Royal Decree. 

They shall be appointed for a maximum period of four years. The Supervisory Board may submit a non-binding 

recommendation to Our Minister for every appointment of a member of the Executive Board. Reappointments 

shall not be subject to any limitations.

2. Our Minister may suspend or dismiss by Royal Decree the Chair and the other members of the Executive Board 

if they fail to meet the requirements for the exercise of their duties or have failed seriously to perform them 

properly. The Chair and the members may also be dismissed at their own request.

3. Our Minister shall ensure that the appointments, suspensions and dismissals referred to in this section are 

published in the Government Gazette (Staatscourant).

4. The Supervisory Board shall determine the remuneration and the pension and expense reimbursement 

schemes of the Chair and the other members of the Executive Board, subject to Our Minister’s approval.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 1:27

1. The Authority for the Financial Markets shall have a Supervisory Board.

2. The Supervisory Board shall ensure that the Executive Board carries out its duties – especially the financial 

management – in an efficient and effective manner, and shall provide the Executive Board with advice.

3. The Supervisory Board shall have a minimum of three and a maximum of five members. Our Minister shall 

appoint the Chair and the other members of the Supervisory Board. They shall be appointed for a maximum 

period of four years. The Supervisory Board may submit a non-binding recommendation to Our Minister for 

every appointment. Members may be reappointed twice, each time for a maximum period of four years.

4. Our Minister may suspend and dismiss the Chair and the other members of the Supervisory Board on account 

of unsuitability or incompetence for their respective duties or for other important reasons relating to the person 

involved. The Chair and the members may also be dismissed at their own request.

5. Our Minister shall ensure that the appointments, suspensions and dismissals referred to in this section are 

published in the Government Gazette.

1.2.1.3. Regulatory powers

Section 1:28

1. Where a power is conferred to the supervisor pursuant to this Act to lay down generally binding regulations, the 

supervisor shall only do so after consulting an eligible representative delegation from enterprises under its 

supervision.

2. In case of special circumstances, the Dutch Central Bank shall be authorized to lay down temporary, generally 

binding regulations in order to contribute to the stability of the financial sector, as referred to in Section 1:24. 

Subsection (1) shall not apply.

3. In case of special circumstances, the Authority for the Financial Markets shall be authorized to lay down 

temporary, generally binding regulations in order to improve the orderly and transparent financial market 

processes, as referred to in Section 1:25. Subsection (1) shall not apply.

4. The supervisor shall notify Our Minister without delay of any generally binding regulations it has laid down.

Section 1:29

1. Where Our Minister is of the opinion that the generally binding regulations laid down by the supervisor are 

contrary to the law, a treaty or a binding decree of an international institution, and the supervisor has failed to 

remove the observed shortcoming after consultations, Our Minister shall lay down rules regarding the matter 

concerned by ministerial regulation and simultaneously revoke the generally binding regulations laid down by 

the supervisor in respect of that matter.

2. Where the generally binding regulations laid down by the supervisor impose an unreasonable burden on the 

financial markets, and the supervisor has failed to remove the observed shortcoming after consultations, Our 

Minister may lay down rules regarding the matter concerned by ministerial regulation and simultaneously 

revoke the generally binding regulations laid down by the supervisor in respect of that matter. 

3. Where Our Minister lays down regulations pursuant to Subsections (1) or (2), he shall, without delay, submit a 

recommendation for amendment of the Decree in which the power is conferred to the supervisor to lay down 

generally binding regulations. 

4. Where Our Minister is of the opinion that the generally binding regulations laid down by the supervisor pursuant 

to Section 1:28(2) or (3) are contrary to the law, a treaty, a binding decision of an international institution or 

impose an unreasonable burden on the financial markets, and the supervisor has failed to remove the observed 

shortcoming after consultations, Our Minister may withdraw the generally binding regulations. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 1:29a 

1. The Dutch Central Bank shall disclose the following information: 

a. the provisions laid down by or pursuant to Part 3, Prudential Supervision of Financial Enterprises; 

b. the manner in which the Netherlands makes use of the options comprised in the directives of the European 

Union that are directed specifically at investment firms and credit institutions; 

c. the general principles it adopts in utilising the scope for policy-making which it has under the provisions laid 

down by or pursuant to Part 3, Prudential Supervision of Financial Enterprises; 

d. the general criteria and methods underlying the evaluation referred to in Section 3:18a; and 

e. the aggregated statistical data regarding the main aspects of the implementation of the prudential rules. 

2. The information disclosed pursuant to Subsection (1) shall be sufficient to allow a meaningful comparison to be 

made between the exercise of the prudential supervision by the supervisory authorities of the various Member 

States. 

Part 1.2.2. Reporting and accounting

Section 1:30

1. Each year, the supervisor shall draw up a budget of the profit and loss, investment expenditure as well as 

income and expenditure relating to the exercise of the duties assigned to the supervisor under this Act and the 

ensuing activities to be expected in the following year. The budget shall be prepared in such a manner that the 

loss and expenditure are structurally covered by the profit and income.

2. The budget items shall be accompanied by explanatory notes.

3. Unless the activities to which the budget refers have not been carried out before, the budget shall contain a 

comparison with the budget of the current year and the most recent annual accounts or accounting report 

approved by Our Minister.

4. The supervisor shall submit the budget to Our Minister for approval by 1 December of the year preceding the 

budget year.

5. Approval may be withheld if the budget is contrary to the law or public interest. In the event of contrariety, 

approval shall only be withheld after the supervisor has been given the opportunity to adjust the budget within a 

reasonable term to be specified by Our Minister.

6. Immediately upon approval, the supervisor shall publish a notification of the budget in the Government Gazette 

and keep it available for electronic inspection during a period of one year following the approval.

7. Where our Minister has not approved the budget by 1 January of the year to which it refers, the supervisor may, 

in the interest of the proper exercise of its duties, have disposal of no more than four twelfth parts of the 

amounts permitted in the corresponding parts of the budget of the preceding year for assuming obligations and 

incurring expenses.

Section 1:31

Where substantial differences arise or threaten to arise between the actual and the budgeted profit and loss or 

income and expenditure during the year, the supervisor shall notify Our Minister of this without delay, stating the 

reason for the differences. 

Section 1:32

Rules may be laid down by ministerial regulation in respect of the structure of the budget. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 1:33

1. Each year, the Authority for the Financial Markets shall prepare annual accounts relating to the duties assigned 

to it under this Act and the ensuing activities.

2. The annual accounts of the Authority for the Financial Markets, rendering account of the financial management 

and the results attained in the past financial year, shall be structured where possible in accordance with Title 9 

of Book 2 of the Dutch Civil Code.

3. The annual accounts shall be accompanied by a statement regarding the fair presentation, issued by an auditor 

designated by the Authority for the Financial Markets.

4. To the statement referred to in Subsection (3) the auditor shall add a report of findings on whether the collection 

and deployment of resources by the Authority for the Financial Markets are in accordance with this Act.

5. To the statement referred to in Subsection (3) the auditor shall also add a report of findings on the question as 

to whether the management and organisation of the Authority for the Financial Markets under this Act meet the 

requirements of efficiency.

6. The Authority for the Financial Markets shall submit the annual accounts to Our Minister for approval by 1 May 

of the year following the financial year.

7. Approval may be withheld if the accounts are contrary to the law or public interest.

8. Immediately upon approval, the Authority for the Financial Markets shall publish a notification of the annual 

accounts in the Government Gazette and keep them available for electronic inspection during a period of one 

year following the approval.

Section 1:34

1. Each year, the Dutch Central Bank shall draw up an accounting report relating to the duties assigned to it under 

this Act and the ensuing activities.

2. The accounting report shall be accompanied by a statement regarding the fair presentation, issued by an 

auditor designated by the Dutch Central Bank.

3. To the statement referred to in Subsection (2) the auditor shall add a report of findings on whether the collection 

and deployment of resources by the Dutch Central Bank are in accordance with this Act.

4. To the statement referred to in Subsection (2) the auditor shall also add a report of findings on the question as 

to whether the management and organisation of the Dutch Central Bank under this Act meet the requirements 

of efficiency.

5. The Dutch Central Bank shall submit the accounting report referred to in Subsection (1) to Our Minister for 

approval by 1 May of the year following the financial year.

6. Approval may be withheld if the accounting report is contrary to the law or public interest.

7. Immediately upon approval, the Dutch Central Bank shall publish a notification of the accounting report in the 

Government Gazette and keep it available for electronic inspection during a period of one year following the 

approval.

Section 1:35

1. The difference between the supervisor’s profit and the supervisor’s loss realised at the end of a budget year 

shall constitute the net operating result. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2. Where a net operating result arises in any financial year and the supervisor wishes to include this in the costs to 

be charged as referred to in Section 1:40, the supervisor shall submit a proposal to this effect in the annual 

accounts or the accounting report. 

Section 1:36

1. Each year, the supervisor shall prepare an annual report. The annual report shall describe the performance of its 

duties and the policies pursued to this effect under this Act in the preceding year. The annual report shall also 

describe the policies pursued in respect of quality assurance.

2. The supervisor shall submit the annual report to Our Minister by 1 May. Our Minister shall send a copy of the 

annual report to Parliament.

3. The supervisor shall keep the annual report available for electronic inspection. 

Section 1:37

1. The supervisor shall submit proposals to amend the articles of association to Our Minister for prior approval. 

Sections 10:29 to 10:31 of the General Administrative Law Act (Algemene wet bestuursrecht) shall apply 

mutatis mutandis.

2. The approval referred to in Subsection (1) may be withheld:

a. if the articles of association, following amendment, insufficiently correspond to the provisions of this Act; 

b. if the articles of association, following amendment, provide insufficient safeguards for the independent 

performance of its duties by the supervisor; 

c. on account of contrariety to the law or public interest. 

Section 1:38

1. In performing its duties under this Act, the supervisor shall ensure: 

a. a timely preparation and implementation; 

b. the quality of the procedures followed in this respect; 

c. the treatment with due care of any party that comes into contact with the supervisor; 

d. the treatment with due care of objections and complaints received. 

2. The supervisor shall make arrangements enabling any party that comes into contact with the supervisor to 

submit proposals to improve working methods and procedures.

3. In the annual report referred to in Section 1:36, the supervisor shall report on the activities relating to the 

implementation of Subsections (1) and (2).

Section 1:39

1. The supervisor shall organise consultations on: 

a. the budget to be prepared by the supervisor; 

b. the supervisor’s profits and losses as well as income and expenditure, and the activities carried out; 

c. the costs for enterprises relating to the performance of its duties under this Act and the ensuing activities. 

2. The consultations shall be held by the supervisor and an eligible representative delegation from the enterprises 

under its supervision. The supervisor may also admit eligible client organisations to the consultations. Our 

Minister shall designate public officers who will attend the consultations on his behalf.

3. The consultations shall be held twice every year. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

4. The supervisor shall make a report of the consultations available to the public within a reasonable term after the 

consultations. 

Section 1:40

1. The supervisor shall charge the costs of the activities which it carries out in performing its duties under this Act 

to the enterprises regarding which the activities are carried out, insofar as these costs are not included in the 

National Budget. Among other things, the costs shall include the costs incurred in preparation for the 

performance of new aspects of its duties, before these were assigned to the supervisor.

2. The supervisor requesting advice from the other supervisor in the context of an application for a licence or 

approval under Section 1:48 may charge the applicant the costs incurred by the other supervisor in relation to 

the activities carried out by the latter in this respect.

3. The costs shall be based on the budget which Our Minister has approved and on the net operating result if Our 

Minister has approved the annual accounts or the accounting report including a proposal as referred to in 

Section 1:35(2).

4. The budgeted costs shall be reduced by the proceeds from fines and forfeited penalty payments, insofar as the 

underlying decisions of the supervisor in the preceding year have become final and conclusive.

5. Further rules shall be laid down by or pursuant to a Decree in respect of Subsections (1) to (3). A distinction 

may thereby be made between costs to be charged occasionally or annually, and these rules may also give the 

supervisor the power not to charge costs in full or in part in certain cases if charging the costs in full were to lead 

to material unfairness. These rules shall relate inter alia to the allocation of supervisory activities to enterprises.

6. Tariffs shall be laid down by ministerial regulation on the basis of which the costs referred to in Subsections (1) 

to (3) will be passed on.

Section 1:41

The supervisor shall supply Our Minister, on request, with the information required for the assessment of the 

feasibility of general policy intentions and intended statutory regulations, insofar as they refer to the supervision to 

be exercised by the supervisor under this Act. 

Section 1:42

1. Our Minister may request from the supervisor data or information required for an investigation into the adequacy 

of this Act or the manner in which the supervisor implements or has implemented this Act, where so required for 

proper supervision.

2. Unless this is confidential data or information within the meaning of Section 1:89(1), the supervisor shall supply 

Our Minister with the data or information referred to in Subsection (1) which:

a. is related or can be traced back to an individual person or company, with the exception of data or 

information that is related or can be traced back to an individual financial enterprise: 

1°. which was licensed under Part 2, Market Access of Financial Enterprises, or which holds a supervisory 

status certificate as referred to in Section 3:110 or whose licence or certificate has been revoked or has 

lapsed; and 

2°. in whose respect a moratorium of payments has been granted, or emergency regulations have been 

declared applicable in accordance with Part 3.5.5, or which has been declared insolvent or has been 

dissolved under a court order; 

b. is related to enterprises which are or have been involved in an attempt to enable a financial enterprise to 

continue its business; or 

c. was received from a supervisory authority or was obtained further to a verification at a branch office situated 

in another State of a Netherlands-based financial enterprise, and no explicit permission was granted by that 

supervisory authority or by the supervisory authority of the State where the on-site verification was 

performed. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

3. Our Minister may instruct a third party to examine the data or information supplied under Subsection (2) and to 

report to him. Our Minister may also authorize the third party acting on his instructions to obtain data or 

information on his behalf, in which case Subsections (1) and (2) shall apply mutatis mutandis.

4. Our Minister shall only make use of the data or information obtained under Subsections (2) or (3) in order to 

form an opinion on the adequacy of this Act or the manner in which the supervisor implements or has 

implemented this Act.

5. Our Minister and the parties acting on his instructions shall be required to observe the confidentiality of the data 

or information received under Subsection (2).

6. Notwithstanding Subsections (4) and (5), Our Minister may inform Parliament of the findings and conclusions 

derived from the data or information and publicise the general conclusions of the investigation.

7. The Government Information (Public Access) Act (Wet openbaarheid van bestuur), the National Ombudsman 

Act (Wet Nationale ombudsman) and Title 9.2 of the General Administrative Law Act shall not apply to the data 

or information referred to in this section which is held by Our Minister or by the third party working on his 

instructions.

Section 1:43

1. If Our Minister is of the opinion that the supervisor seriously fails to perform its duties, Our Minister may take the 

required measures.

2. In implementing Subsection (1), Our Minister may decide to carry out one or more aspects of the supervisor’s 

duties himself, or to have them carried out by the other supervisor. In such a case, the relevant powers of the 

supervisor shall transfer to Our Minister or the other supervisor respectively.

3. The measures, except in urgent cases, shall not be taken before the supervisor has been given the opportunity 

to perform its duties properly within a term to be specified by Our Minister.

4. Our Minister shall, without delay, inform Parliament of the measures taken under Subsection (1).

Section 1:44

1. Three years after the entry into force of this Act and every five years thereafter, Our Minister shall submit a 

report to Parliament on the efficiency and effectiveness of the supervisors’ performance.

2. Three years after the entry into force of this Act, Our Minister shall submit a report to Parliament on the 

collaboration of the supervisors under this Act.

3. The supervisors shall provide Our Minister, on request, with data and information for these reports.

Section 1:45

No appeal as referred to in Section 8:1 of the General Administrative Law Act shall lie against the decisions of Our 

Minister concerning approval of the budget, the annual accounts or the accounting report. 

Chapter 1.3. Collaboration of supervisors

Part 1.3.1. Collaboration of supervisors at national level

Section 1:46

1. The supervisors shall collaborate closely with a view to laying down generally binding regulations and policy 

rules, in order to ensure that these are equivalent wherever possible insofar as they relate to matters that are 

both subject to prudential supervision and supervision of conduct.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2. The matters referred to in Subsection (1) shall in any event include:

a. the use of the powers listed in Part 1.4.2; 

b. the properness referred to in Sections 3:9 and 4:10; 

c. the expertise referred to in Sections 3:8 and 4:9; 

d. the controlled and sound operations referred to in Sections 3:17(2)(a) and (b) and 4:14(2)(a) and (b); and 

e. other matters, to be specified by Decree. 

Section 1:47

1. The supervisor shall provide the other supervisor with a reasonable term to submit its view before taking any of 

the measures referred to in Subsection (2).

2. The measures are:

a. the appointment of a custodian under Section 1:76; 

b. the withdrawal of a licence under Section 1:104, opening words and under (b), (c), (d), (e), (f) or (j); 

c. the imposition of the prohibition referred to in Sections 1:58(2), 1:58a(2), 1:58b(2), 1:58c(3), 1:59(2), 1:67(1), 

1:77(1), third sentence, 4:4(1), or 4:4a; and 

d. the designation under Section 1:75 intended to dismiss a person determining or co-determining the policy of 

a financial enterprise, or intended to dismiss a person belonging to a body responsible for supervising the policy 

and the general affairs of a financial enterprise. 

3. The view shall be submitted in writing, unless the urgent nature of the measure should oppose this, given the 

interests involved. In such a case, a verbally submitted view shall suffice, on the understanding that it will be 

confirmed in writing without delay. Where the supervisor takes a decision as referred to in Subsection (1) that 

differs from the view submitted by the other supervisor, the decision shall state the reasons for this. The view or 

the written confirmation of a verbally submitted view shall form an integral part of the decision to take a 

supervisory measure.

4. Subsections (1) and (3) shall apply mutatis mutandis to petitions for bankruptcy made under Sections 212k or 

213b of the Bankruptcy Act (Faillissementswet) and to applications for emergency regulations made under Part 

3.5.5.

Section 1:47a 

The Authority for the Financial Markets shall consult the Dutch Central Bank before granting a licence to an 

investment firm which: 

a. is a subsidiary of a credit institution, life insurer or non-life insurer licensed in a Member State; 

b. is a subsidiary of a parent company of a credit institution, life insurer or non-life insurer licensed in a Member 

State; 

c. is controlled by a person that also exercises control over a credit institution, life insurer or non-life insurer 

licensed in a Member State. 

Section 1:48

1. If the Dutch Central Bank, in processing an application referred to in Sections 2:13, 2:22, 2:32, 2:33, 2:42, 2:43, 

3:33 or 3:110(4) or (5), is required to assess whether the applicant meets the requirements laid down by or 

pursuant to Part 4, Conduct of Business Supervision of Financial Enterprises, it shall request the opinion of the 

Authority for the Financial Markets before rendering a decision on such an application. 

2. If the Authority for the Financial Markets, in processing an application referred to in Sections 2:67, 2:68 or 2:99, 

is required to assess whether the applicant meets the requirements laid down by or pursuant to Part 3, 

Prudential Supervision of Financial Enterprises, it shall request the opinion of the Dutch Central Bank before 

rendering a decision on such an application.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

3. The supervisor that has been requested to give its opinion as referred to in Subsections (1) or (2) shall render 

such an opinion in writing within six weeks of the request.

4. If the Authority for the Financial Markets, in the context of an application for approval as referred to in Sections 

2:122, 2:127 or 2:130 or in the context of a notification of change as referred to in Section 4:26(1) or (2), is 

required to assess whether the financial situation of the applicant or the financial enterprise concerned is 

adequate, it shall request the opinion of the Dutch Central Bank in this respect. The Dutch Central Bank shall 

give its opinion in writing within three weeks of the request.

5. If the supervisor having requested the recommendation considers deviating from the recommendation, it shall 

provide the supervisor having made the recommendation with the opportunity to give a verbal explanation of the 

recommendation.

6. The opinion referred to in Subsections (1), (2) or (4) shall form part of the decision relating to the licence or 

approval.

Section 1:49

1. If a supervisor finds that the properness of a person determining or co-determining the policy of a financial 

enterprise licensed by the other supervisor or belonging to a body responsible for supervising the policy and the 

general affairs of such an enterprise, is not or no longer beyond doubt, it shall notify the other supervisor of this 

and thereby make a recommendation on a measure to be taken as referred to in Part 1.4.2.

2. If a supervisor finds that a person determining the day-to-day policy of a financial enterprise licensed by the 

other supervisor does not have or no longer has the expertise required under this Act, it shall notify the other 

supervisor of this and thereby make a recommendation on a measure to be taken as referred to in Part 1.4.2.

3. The notification and the recommendation shall be made in writing, unless their urgent nature should oppose this, 

given the interests involved. In such a case, a verbal notification and recommendation shall suffice, on the 

understanding that they will be confirmed in writing without delay.

4. The other supervisor shall inform the supervisor having made the notification and the recommendation within a 

reasonable term, stating its reasons, as to whether it will proceed to take a measure as referred to in Part 1.4.2 

further to the notification and the recommendation.

5. Section 1:47 shall not apply if the other supervisor, further to the notification and the recommendation, takes a 

measure as referred to in Part 1.4.2.

6. If a measure as referred to in Part 1.4.2 is taken on the basis of the notification, the notification and the 

recommendation shall form an integral part of the decision to take the supervisory measure.

Section 1:50 

1. Sections 1:54(1) to (4) shall apply mutatis mutandis to the Authority for the Financial Markets if the latter 

supervises a financial enterprise that forms part of a financial conglomerate as referred to in Section 3:290. 

2. Section 1:154(1) to (4) shall apply mutatis mutandis to the collaboration between the Dutch Central Bank and 

the Authority for the Financial Markets in the exercise of the supervision, as referred to in Part 3.6.4. 

Part 1.3.2. Collaboration with other Member States in general

1.3.2.1. Collaboration and exchange of data and information

Section 1:51

1. The supervisor shall collaborate with supervisory authorities of other Member States where this is required for 

the performance of its duties under this Act or for the performance of the duties of those supervisory authorities.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2. On request, the supervisor shall supply a supervisory authority of another Member State, with due observance 

of Subsection (3) and Section 1:90(1) to (3), with all data and information required for the performance of the 

duties of that supervisory authority.

3. If the request concerns an investment firm, the Authority for the Financial Markets may only decide not to supply 

data or information, if:

a. the provision of the data or information is not compatible with Dutch sovereignty, national security or public 

order; 

b. legal proceedings are already pending in the Netherlands on the same charge and against the same person; 

c. a final and conclusive judgment has already been delivered in the Netherlands on the same charge and 

against the same person. 

4. The Authority for the Financial Markets shall notify the supervisory authority of the other Member State of its 

decision referred to in Subsection (3), stating its reasons.

5. On request, the Authority for the Financial Markets shall provide a supervisory authority of another Member 

State in which a market operator holding a licence as referred to in Section 5:26(1) takes appropriate measures 

in order to facilitate access to the trade in his system for the members established in that Member State or longdistance unit-holders, within a reasonable term with the names of the members of or unit-holders on the 

regulated market concerned.

Section 1:51a 

1. For the purpose of the supervision as referred to in Part 3.6.2, the Dutch Central Bank shall collaborate with the 

relevant supervisory authorities of other Member States. In that context, the Dutch Central Bank, if so 

requested, shall furnish all relevant information to these supervisory authorities, with due observance of Section 

1:90(1) to (3).

2. Of its own accord, the Dutch Central Bank shall provide the relevant supervisory authorities of other Member 

States with all information that is essential for them to fulfil their supervisory duties as referred to in Part 3.6.2.

3. Essential information as referred to in Subsection (2) shall in any event refer to / include information on:

a. the group structure, the major investment firms and credit institutions of the group, as well as the supervisory 

authorities of other Member States that supervise the investment firms and credit institutions of the group; 

b. procedures for gathering information from the investment firms and credit institutions of the group, as well as 

for the verification of this information; 

c. developments at investment firms, credit institutions or other enterprises of the group that could have 

serious detrimental consequences for the investment firms or credit institutions; 

d. major sanctions and special measures imposed by the Dutch Central Bank or the supervisory authorities of 

other Member States with regard to the financial enterprises referred to in Part 3.6.2. 

4. If the Dutch Central Bank supervises a Dutch investment firm or Dutch credit institution which is a subsidiary of 

an EU parent investment firm or an EU parent credit institution and it requires information about the introduction 

of approaches or methods as described pursuant to this Act and this information has already been furnished to 

the supervisory authority that supervises that EU parent investment firm or EU parent credit institution, it shall 

first apply to this supervisory authority. 

5. Before taking a decision that affects the supervisory duties as referred to in Part 3.6.2 of another supervisory 

authority involved, the Dutch Central Bank shall consult with that supervisory authority with regard to: 

a. changes in share ownership, the organisation or the management structure of investment firms and credit 

institutions in the group; and 

b. major sanctions or special measures. 

6. The Dutch Central Bank shall ask advice from the supervisory authority of another Member State that exercises 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

supervision on a consolidated basis, before taking a decision as to the imposition of a sanction or measure as 

referred to in Subsection (5)(b).

7. In urgent cases, the Dutch Central Bank may refrain from asking advice as referred to in Subsection (6). In that 

case it shall inform the supervisory authorities of other Member States of its decision without delay.

Section 1:52

1. The supervisor may demand information from any party for the fulfilment of its duties under this section where 

this is required for the fulfilment of the duties of a supervisory authority in another Member State. 

2. Sections 5:13 and 5:20 of the General Administrative Law Act shall apply mutatis mutandis. 

Section 1:53 

1. If a Dutch reinsurer, life insurer or non-life insurer and a European reinsurer, life insurer or non-life insurer are 

affiliated as referred to in Section 3:268(1)(i), the Dutch Central Bank shall, of its own accord and with due 

observance of Section 1:90(1) to (3), provide the supervisory authority in each of the other Member States 

concerned with all information that seems essential for the supervision to be exercised by that supervisory 

authority.

2. If a Dutch reinsurer, life insurer or non-life insurer and an investment firm or a credit institution having its 

registered office in another Member State are affiliated as referred to in Section 3:268(1)(i), the Dutch Central 

Bank shall, with due observance of Section 1:90(1) to (3), provide the supervisory authorities that are charged 

with the supervision of those other financial enterprises with all the information that may facilitate the fulfilment 

of their duties. 

Section 1:54

1. For the purpose of the supervision as referred to in Part 3.6.4, the Dutch Central Bank shall collaborate with the 

relevant supervisory authorities of other Member States. In that context, the Dutch Central Bank shall, with due 

observance of Section 1:90(1) to (3), provide these supervisory authorities with all relevant information if so 

requested and furnish them with all essential information of its own accord.

2. The collaboration referred to in Subsection (1) shall comprise at least the gathering and exchange of information 

with regard to the following aspects:

a. the group structure referred to in Section 3:289(e), all the major enterprises belonging to the financial 

conglomerate and the supervisory authorities of other Member States responsible for supervising the 

regulated entities, as referred to in Section 3:289(d), in the group; 

b. the financial conglomerate’s strategic policies; 

c. the financial conglomerate’s financial situation, in particular on capital adequacy, intra-group transactions, 

risk concentration as referred to in Section 3:289(l) and profitability; 

d. the financial conglomerate’s main shareholders and management; 

e. the operations at financial conglomerate level; 

f. the procedures for gathering information from the enterprises in the financial conglomerate and the 

verification of this information; 

g. developments at regulated entities or other group members of the financial conglomerate which could have 

serious detrimental consequences for the regulated entities; 

h. major sanctions and special measures imposed by the supervisory authorities of other Member States with 

regard to the financial conglomerate or sections thereof. 

3. Before rendering decisions relating to the matters listed below, the Dutch Central Bank shall consult the 

supervisory authorities of other Member States responsible for supervising regulated entities in the financial 

conglomerate, where these decisions affect the supervisory duties of those supervisory authorities: 

a. changes in share ownership, the organisation or the management structure of a regulated entity which 

require its approval; 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

b. major sanctions or special measures in respect of a regulated entity. 

4. Without prejudice to the consultations referred to in Subsection (3), the Dutch Central Bank may omit such 

consultations in urgent cases or where the consultations may jeopardise the effectiveness of its decision. In that 

case it shall inform the supervisory authorities of other Member States of its decision without delay.

5. At the request of the coordinator referred to in Section 3:293(1), the Dutch Central Bank shall ask the parent 

company having its registered office in the Netherlands which, alone or together with another enterprise, heads 

the group to which a regulated entity belongs, for all information relevant to the performance of the coordinator’s 

duties.

6. If the Dutch Central Bank is not the coordinator and the coordinator deems it necessary that, with a view to the 

supervision referred to in Part 3.6.4, measures be taken against a mixed financial holding company having its 

registered office in the Netherlands, it shall, at the coordinator’s request, take the reasonably necessary 

measures against that mixed financial holding company by using the powers conferred on it under this Act.

Section 1:54a 

If a market operator holding a licence as referred to in Section 5:26(1) has taken measures in another Member 

State enabling unit-holders on or members of the regulated market to trade on that market from that Member State, 

and the activities of the regulated market are of significant importance for the operation of the securities markets 

and the protection of the investors in that Member State, the Authority for the Financial Markets, without prejudice to 

Section 1:51, shall make arrangements with the relevant supervisory authorities in that Member State about the 

performance of its supervisory activities. 

1.3.2.2. Collaboration in the context of supervision of compliance

Section 1:55

1. If a management company, investment firm, reinsurer, credit institution, life insurer or non-life insurer having its 

registered office in the Netherlands has a branch office in another Member State, the supervisor may, for the 

purpose of the supervision of compliance with this Act by that financial enterprise: 

a. request the supervisory authority of the other Member State to verify data or information at the branch office; 

or 

b. having notified the supervisory authority of the other Member State, itself verify data or information at the 

branch office or arrange for such data or information to be verified. 

2. If the Dutch Central Bank wishes to verify data or information at an enterprise based in another Member State 

for the purpose of the supervision on a consolidated basis as referred to in Chapter 3.6, it may, for the purpose 

of such supervision: 

a. request the supervisory authority of the other Member State to verify data or information at that enterprise; 

b. having notified the supervisory authority of the other Member State, itself verify data or information at the 

enterprise or arrange for such data or information to be verified. 

Section 1:56

1. If a management company, investment firm, reinsurer, credit institution, life insurer or non-life insurer having its 

registered office in another Member State has a branch office in the Netherlands, the supervisory authority of 

that other Member State, having notified the supervisor, may verify data or information at the branch office that 

is required for the exercise of the supervision of that management company, investment firm, reinsurer, credit 

institution, life insurer or non-life insurer. 

2. The supervisory authority of the other Member State may also request the supervisor to verify data or 

information at the branch office that is required for the exercise of the supervision of that management 

company, investment firm, reinsurer, credit institution, life insurer or non-life insurer. The supervisor shall grant 

this request or provide the supervisory authority of the other Member State with the opportunity to verify data or 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

information at the branch office or to arrange for such data or information to be verified. 

3. If a supervisory authority of another Member State wishes to verify data or information at a Netherlands-based 

enterprise for the purpose of the supervision on a consolidated basis of a credit institution having its registered 

office in that Member State, it may request the Dutch Central Bank to do so. The Dutch Central Bank shall grant 

this request or provide the supervisory authority with the opportunity to verify the data or information or to 

arrange for such data or information to be verified.

4. For the purpose of a verification as referred to in Subsections (1) or (2), the supervisor may demand information 

from the branch office and the enterprise respectively. Sections 5:13, 5:17 and 5:20 of the General 

Administrative Law Act shall apply mutatis mutandis.

Section 1:56a 

1. If an investment firm having its registered office in another Member State has a branch office in the Netherlands, 

the Authority for the Financial Markets, at the request of the supervisory authority of that other Member State, 

may arrange for an expert to verify data or information or carry out an investigation at the branch office.

2. If an investment firm having its registered office in the Netherlands is a long-distance member of a regulated 

market licensed in another Member State, the supervisory authority of that other Member State, having notified 

the Authority for the Financial Markets, may itself verify data or information at this member, arrange for such 

data or information to be verified or have an investigation carried out.

Section 1:56b

1. The Authority for the Financial Markets may only refuse a request for collaboration in the performance of an 

investigation, or a request as referred to in Section 1:56, insofar as this request relates to an investment firm, or 

Section 1:56a, if: 

a. the investigation or the verification of data or information is not compatible with Dutch sovereignty, national 

security or public order; 

b. legal proceedings are already pending in the Netherlands on the same charge and against the same person; 

c. a final and conclusive judgment has already been delivered in the Netherlands on the same charge and 

against the same person. 

2. The Authority for the Financial Markets shall notify the supervisory authority of the other Member State of its 

decision, stating its reasons. 

Section 1:57

1. If a supervisory authority of another Member State requests the verification of data or information concerning a 

group member as referred to in Section 3:289(f) having its registered office in the Netherlands for the purpose of 

the supervision referred to in Part 3.6.4, the Dutch Central Bank shall grant this request or provide that 

supervisory authority with the opportunity to verify the data or information or to arrange for such data or 

information to be verified. 

2. The Dutch Central Bank may request information for the purpose of a verification as referred to in Subsection 

(1). Sections 5:13, 5:17 and 5:20 of the General Administrative Law Act shall apply mutatis mutandis. 

1.3.2.3. Collaboration in the context of enforcement

Section 1:58

1. If a management company of an enterprise for collective investment in transferable securities having its 

registered office in another Member State or a credit institution, life insurer or non-life insurer having its 

registered office in another Member State that conducts its business or performs financial services from a 

branch office in the Netherlands or provides services to the Netherlands, fails to comply with an instruction 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

issued by the supervisor as referred to in Section 1:75, the supervisor shall notify the supervisory authority of 

the other Member State.

2. Without prejudice to Sections 1:79 and 1:80, the supervisor, having notified the supervisory authority of the 

Member State where the financial enterprise has its registered office, may prevent the relevant financial 

enterprise from concluding new contracts in the Netherlands, if it fails to comply with the provisions laid down 

by or pursuant to this Act:

a. despite the measures taken by the supervisory authority of the Member State where the financial enterprise 

has its registered office; 

b. if these measures are inadequate; or 

c. if the supervisory authority, as referred to under (a), has not taken measures. 

3. The supervisor shall publish a notification of a decision rendered under Subsection (2) in the Government 

Gazette as soon as the appeal period has expired or, where an appeal has been lodged, as soon as a final and 

conclusive decision has been rendered on the appeal.

4. Subsections (1) and (2) shall apply mutatis mutandis to:

a. insurance intermediaries having their registered office in another Member State; 

b. financial service providers having their registered office in another Member State that conduct the business 

of a financial institution, credit institution or insurer; and 

c. reinsurance intermediaries having their registered office in another Member State. 

Section 1:58a 

1. If an investment firm having its registered office in another Member State which provides investment services or 

performs investment activities in the Netherlands by providing services or operating from a branch office in the 

Netherlands, fails to fulfil the obligations imposed pursuant to Part 4, Conduct of Business Supervision of 

Financial Enterprises or Part 5, Market Conduct Supervision, the supervisor shall notify the supervisory 

authority of the other Member State.

2. Without prejudice to Sections 1:79 and 1:80, the supervisor, having notified the supervisory authority of the 

Member State where the investment firm has its registered office, may prevent the investment firm from 

concluding new contracts in the Netherlands, if it continues to act in a manner that clearly harms the interests of 

investors or the orderly operation of the financial markets: 

a. despite the measures taken by the supervisory authority of the Member State where it has its registered 

office; 

b. if these measures are inadequate; or 

c. if the supervisory authority, as referred to under (a), has not taken measures. 

 

3. Section 1:58(3) shall apply mutatis mutandis. 

Section 1:58b

1. If an investment firm having its registered office in another Member State which provides investment services or 

performs investment activities from a branch office in the Netherlands, fails to comply with an instruction issued 

by the supervisor as referred to in Section 1:75, the supervisor shall notify the supervisory authority of the other 

Member State. 

2. In the case referred to in Subsection (1), the supervisor may also prevent the relevant investment firm from 

concluding new contracts in the Netherlands, without prejudice to Sections 1:79 and 1:80.

3. Section 1:58(3) shall apply mutatis mutandis. 

Section 1:58c

1. If a market operator having its registered office in another Member State which makes its facilities available to 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

members based in the Netherlands or long-distance unit-holders, fails to fulfil the obligations imposed pursuant 

to Part 4, Conduct of Business Supervision of Financial Enterprises or Part 5, Market Conduct Supervision, the 

supervisor shall notify the supervisory authority of the other Member State.

2. Subsection (1) shall apply mutatis mutandis to an investment firm having its registered office in another Member 

State which operates a multilateral trading facility in the Netherlands.

3. Without prejudice to Sections 1:79 and 1:80, the supervisor, having notified the supervisory authority of the 

Member State where the investment firm or the market operator has its registered office, may prevent the relevant 

investment firm or market operator from making its facilities available to members based in the Netherlands or longdistance unit-holders, if it continues to act in a manner that clearly harms the interests of investors or the orderly 

operation of the financial markets:

a. despite the measures taken by the supervisory authority of the Member State where it has its registered 

office; 

b. if these measures are inadequate; or 

c. if the supervisory authority, as referred to under (a), has not taken measures. 

4 Section 1:58(3) shall apply mutatis mutandis. 

Section 1:58d

1. If the supervisor issues an instruction as referred to in Section 1:75 to a reinsurer having its registered office in 

another Member State which pursues its business from a branch office situated in the Netherlands or provides 

services to the Netherlands, the supervisor shall simultaneously notify the supervisory authority of the other 

Member State. 

2. Section 1:58(2) and (3) shall apply mutatis mutandis. 

Section 1:59

1. If a management company, investment firm, reinsurer, credit institution, life insurer or non-life insurer having its 

registered office in the Netherlands which pursuits its business, performs financial services or provides services 

to another Member State from a branch office in the other Member State, fails to comply with the statutory 

regulations applicable in that other Member State, the supervisor, having received a notification to that effect 

from the supervisory authority of that other Member State, shall, without delay, issue an instruction to the 

relevant management company, investment firm, reinsurer, credit institution, life insurer or non-life insurer to 

adhere to the line of conduct set out in the instruction order within a reasonable term specified by the 

supervisor, in order to put an end to the violation of the statutory regulations applicable in that other Member 

State. 

2. If the management company, investment firm, reinsurer, credit institution, life insurer or non-life insurer has not 

or insufficiently complied with the instruction, the supervisor, having informed that supervisory authority, may 

prevent the relevant management company, investment firm, reinsurer, credit institution, life insurer or non-life 

insurer from concluding new contracts in that other Member State. 

3. The supervisor shall inform the supervisory authority of the other Member State of the measures taken under 

Subsections (1) or (2).

1.3.2.4. Consultation in the context of other procedures and notification of certain decisions

Section 1:60

1. The Authority for the Financial Markets shall consult the supervisory authority of the Member State involved 

before granting a licence to a management company which: 

a. is a subsidiary of a management company, investment firm, reinsurer, credit institution, life insurer or non-life 

insurer that has been licensed in another Member State; 

b. is a subsidiary of a parent company of a management company, investment firm, reinsurer, credit institution, 

life insurer or non-life insurer that has been licensed in another Member State; 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

c. is controlled by a person that also exercises control over a management company, investment firm, 

reinsurer, credit institution, life insurer or non-life insurer that has been licensed in another Member State. 

2. The Authority for the Financial Markets shall consult the supervisory authority of the Member State involved 

before granting a licence to an investment firm which: 

a. is a subsidiary of an investment firm, reinsurer, credit institution, life insurer or non-life insurer that has been 

licensed in another Member State; 

b. is a subsidiary of a parent company of an investment firm, reinsurer, credit institution, life insurer or non-life 

insurer that has been licensed in another Member State; 

c. is controlled by a person that also exercises control over an investment firm, reinsurer, credit institution, life 

insurer or non-life insurer that has been licensed in another Member State. 

3. The Dutch Central Bank shall consult the supervisory authority of the Member State involved before granting a 

licence to a credit institution which: 

a. is a subsidiary of a credit institution that has been licensed in another Member State; 

b. is a subsidiary of a parent company of a credit institution that has been licensed in another Member State; 

c. is controlled by a person that also exercises control over a credit institution that has been licensed in another 

Member State. 

4. The Dutch Central Bank shall consult the supervisory authority of the Member State involved before granting a 

licence to a life insurer or non-life insurer which: 

a. is a subsidiary of an investment firm, reinsurer, credit institution, life insurer or non-life insurer that has been 

licensed in another Member State; 

b. is a subsidiary of a parent company of an investment firm, reinsurer, credit institution, life insurer or non-life 

insurer that has been licensed in another Member State; 

c. is controlled by a natural or legal person that also exercises control over an investment firm, reinsurer, credit 

institution, life insurer or non-life insurer that has been licensed in another Member State. 

Section 1:61

1. The supervisor shall inform the supervisory authorities of the Member States in which a financial enterprise 

having its registered office in the Netherlands conducts its business or performs financial services from a branch 

office, or to which a financial enterprise provides services, of the withdrawal of the licence referred to in Sections 

2:11(1), 2:27(1), 2:65 or 2:96 granted to that financial enterprise.

2. If a financial enterprise having its registered office in another Member State conducts its business or performs 

financial services from a branch office in the Netherlands, or provides services to the Netherlands, and the 

supervisory authority of that Member State has informed the supervisor of the withdrawal of the licence of that 

financial enterprise by that supervisory authority, the supervisor shall disclose this notification.

Section 1:62

The Dutch Central Bank shall provide the supervisory authority of the Member State involved with the opportunity to 

give its opinion before issuing a declaration of no objection as referred to in Section 3:95 or issuing a notification as 

referred to in Section 3:108(4), if the investment firm or credit institution in which the applicant wishes to own a 

qualified shareholding were to become a subsidiary of the applicant or be controlled by the applicant in any other 

way as a result of the qualified shareholding, and the applicant: 

a. is an investment firm, reinsurer, credit institution, life insurer, non-life insurer or management company of an 

enterprise for collective investment in transferable securities that has been licensed in another Member State; 

b. is the parent company of an investment firm, reinsurer, credit institution, life insurer, non-life insurer or 

management company of an enterprise for collective investment in transferable securities that has been 

licensed in another Member State; or 

c. is a person that otherwise controls an investment firm, reinsurer, credit institution, life insurer, non-life insurer or 

management company of an enterprise for collective investment in transferable securities that has been 

licensed in another Member State. 

Section 1:63
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. The Dutch Central Bank shall provide the supervisory authority of the Member State referred to in Section 

3:60(1) with the opportunity to give its opinion before granting a dispensation as referred to in that section to a 

life insurer or non-life insurer.

2. Before withdrawing a dispensation as referred to in Section 3:60(1), the Dutch Central Bank shall request the 

supervisory authority of the Member State involved that granted a similar dispensation to the same financial 

enterprise to withdraw this dispensation at the time proposed by the supervisor.

3. If the supervisory authority of the Member State referred to in Section 3:60(1) so requests, the Dutch Central 

Bank shall withdraw a dispensation as referred to in that section at the time proposed by that supervisory 

authority.

Section 1:64

If a financial enterprise having its registered office in the Netherlands that holds a supervisory status certificate no 

longer meets the provisions of Section 3:110(3) to (6), the Dutch Central Bank shall inform the supervisory 

authorities of other Member States in which that financial enterprise conducts its business or performs financial 

services from a branch office, or to which it provides services. 

1.3.2.5. Provision of information by the Dutch Central Bank to supervisory authorities of other Member 

States relating to reinsurers having their registered office in a non-Member State 

Section 1:64a 

The Dutch Central Bank shall notify the relevant supervisory authorities of the other Member States of a license 

granted under this Act to a subsidiary of an enterprise governed by the law of a non-Member State to conduct the 

business of reinsurer. 

Section 1:64b 

The Dutch Central Bank shall notify the relevant supervisory authorities of the other Member States of a declaration 

of no objection issued as referred to in Section 3:95 in respect of a qualified shareholding in a reinsurer, if, as a 

result of the qualified shareholding, the reinsurer becomes a subsidiary of an enterprise governed by the law of a 

non-Member State. 

Part 1.3.3. Collaboration with supervisory authorities of non-Member States

Section 1:65

1. The supervisor may supply a supervisory authority of a non-Member State with confidential data or information if 

the guarantees applicable under the law of that State with regard to the non-disclosure of this data and 

information are at least equivalent to those applicable under Section 1:90(1), and insofar as the exchange is 

made for the purpose of the exercise of supervision by the supervisory authority involved. Section 1:90(1) to (3) 

shall apply mutatis mutandis.

2. The Authority for the Financial Markets may supply confidential data or information in respect of an investment 

firm, a multilateral trading facility or a market operator to the following persons or bodies in a non-Member State:

a. a person charged in that State with the statutory audit of the annual accounts of financial enterprises, or with 

the administration of compensation schemes, insofar as the data or information is supplied for the purpose 

of the exercise of that person’s duties; 

b. a body responsible in that State for supervising persons charged with the statutory audit of the annual 

accounts of a financial enterprise; 

c. a person involved in that State in the liquidation and winding-up of an investment firm or a similar procedure; 

d. a body responsible in that State for supervising persons involved in the liquidation and winding-up of 

investment firms and other similar procedures. 

3. The Authority for the Financial Markets may only apply Subsection (2) if the guarantees applicable under the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

law of the State involved with regard to the non-disclosure of the data and information are at least equivalent to 

those applicable under Section 1:90, and insofar as the exchange is made for the purpose of the exercise of the 

duties by the person or body involved. 

4. Insofar as the data and information referred to in Subsection (2) was obtained from a supervisory authority of a 

non-Member State, the Authority for the Financial Markets shall not disclose it to a person or body as referred 

to in Subsection (2) unless the supervisory authority from which the data and information was obtained has 

expressly consented to the disclosure of the data and information and, where applicable, has consented to the 

use of this data and information for a purpose other than that for which it was supplied. 

5. Immediately upon concluding an agreement on the exchange of data and information with a supervisory 

authority of a non-Member State or a person or body as referred to in Subsection (2), with due observance for 

Subsections (1) or (2), the supervisor shall send a copy of this agreement to Our Minister. 

Section 1:66

1. If a reinsurer, life insurer or non-life insurer having its registered office in a non-Member State fails to comply, in 

providing services to the Netherlands from another Member State, with an instruction issued by the Dutch 

Central Bank as referred to in Section 1:75, the latter shall inform the supervisory authority of that Member 

State. 

2. Section 1:58(2) and (3) shall apply mutatis mutandis. 

Section 1:67

1. If a clearing institution or a funeral expenses and benefits in kind insurer having its registered office in another 

State fails to comply with an instruction issued by the supervisor as referred to in Section 1:75, the supervisor, 

where appropriate, may prevent the relevant clearing institution or funeral expenses and benefits in kind insurer 

from concluding new contracts in the Netherlands by providing services, without prejudice to Sections 1:79 and 

1:80. 

2. Section 1:58(3) shall apply mutatis mutandis. 

Section 1:68

1. The supervisor may request information from any party for the implementation of treaties on the exchange of 

data or information, or for the implementation of agreements concluded with supervisory authorities on the 

exchange of data and information as referred to in Section 1:65.

2. Sections 5:13 and 5:20 of the General Administrative Law Act shall apply mutatis mutandis.

Part 1.3.4. Information provision by supervisor to the Commission of the European Communities

Section 1:69

The Dutch Central Bank shall notify the Commission of the European Communities of any licence granted under 

this Act: 

a. to conduct the business of a credit institution; 

b. to a subsidiary of a financial enterprise governed by the law of a non-Member State to conduct the business of 

a reinsurer, life insurer or non-life insurer. 

Section 1:69a 

The Authority for the Financial Markets shall notify the Commission of the European Communities upon request of a 

licence granted under this Act to a subsidiary of a financial enterprise governed by the law of a non-Member State 

to conduct the business of an investment firm, if a situation as referred to in Article 15(2) or (3) of the Markets in 

Financial Instruments Directive applies in respect of that State. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 1:70

The Dutch Central Bank shall notify the Commission of the European Communities whenever: 

a. a declaration of no objection as referred to in Section 3:95 is granted in respect of a qualified shareholding in a 

bank, investment firm, reinsurer, life insurer or non-life insurer, if, as a result of the qualified shareholding, the 

bank, investment firm, reinsurer, life insurer or non-life insurer becomes a subsidiary of a financial enterprise 

governed by the law of a non-Member State; and 

b. a communication is made as referred to in Section 3:108(4), if, as a result of the qualified shareholding, the 

electronic money institution becomes a subsidiary of a financial enterprise governed by the law of a nonMember State; 

c. a decision is taken to grant approval as referred to in Section 3:275(6) or (8). 

Section 1:71

1. The supervisor shall notify the Commission of the European Communities of: 

a. the general difficulties which management companies, investment firms, reinsurers, credit institutions, life 

insurers or non-life insurers having their registered office in the Netherlands encounter in the pursuit of their 

business or the performance of financial services from a branch office in a non-Member State, or the 

provision of services to a non-Member State; 

b. the number and nature of the cases in which the supervisor has refused a request for approval of a proposal 

as referred to in Sections 2:108, 2:122 or 2:127 submitted by a management company, investment firm or 

credit institution; 

c. the number and nature of the cases in which it has taken a decision as referred to in Section 1:58(2) with 

regard to a management company, investment firm or credit institution with a branch office in the 

Netherlands. 

2. The supervisor shall notify the Commission of the European Communities without delay of the cases in which it 

has taken a decision as referred to in Sections 1:58a(2), 1:58b(2) and 1:58c(3) respectively with regard to an 

investment firm or a market operator. 

Chapter 1.4. Supervision and enforcement

Part 1.4.1. Supervision of compliance

Section 1:72

1. The persons designated by decision of the supervisor shall be responsible for supervising compliance with the 

rules laid down by and pursuant to this Act.

2. A notification of the decision referred to in the preceding subsection shall be published in the Government 

Gazette.

Section 1:73

1. The persons referred to in Section 1:72(1) shall not have the powers listed in Sections 5:18 and 5:19 of the 

General Administrative Law Act.

2. Insofar as the persons designated by the Authority for the Financial Markets under Section 1:72 to exercise the 

supervision of conduct in respect of financial enterprises licensed by the Dutch Central Bank require data on 

aspects of the operations as referred to in Section 3:17(2)(a) or (b), these persons shall not exercise their 

powers under Sections 5:15, 5:16 or 5:17 of the General Administrative Law Act until the Dutch Central Bank 

has been requested to supply this data and it has become apparent that the Dutch Central Bank cannot grant 

this request.

3. Insofar as the persons designated by the Dutch Central Bank under Section 1:72 to exercise the prudential 

supervision in respect of financial enterprises licensed by the Authority for the Financial Markets require data on 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

aspects of the operations as referred to in Section 4:14(2)(a) or (b), these persons shall not exercise their 

powers under Sections 5:15, 5:16 or 5:17 of the General Administrative Law Act until the Authority for the 

Financial Markets has been requested to supply this data and it has become apparent that the Authority for the 

Financial Markets cannot grant this request. 

4. A derogation from Subsections (2) and (3) shall be permitted, after consultation with the other supervisor, if there 

is a reasonable suspicion of a violation of the provisions laid down by or pursuant to this Act, and the urgent 

nature of the interests involved so requires. 

Section 1:74

1. The supervisor may request information from any party for the purpose of the supervision of compliance with the 

rules laid down by or pursuant to this Act.

2. Sections 5:13 and 5:20 of the General Administrative Law Act shall apply mutatis mutandis.

3. Insofar as the Authority for the Financial Markets, for the purpose of exercising the supervision of conduct in 

respect of financial enterprises licensed by the Dutch Central Bank, requires data on aspects of the operations 

as referred to in Section 3:17(2)(a) or (b), the Authority for the Financial Markets shall not demand any 

information until the Dutch Central Bank has been requested to supply this data and it has become apparent 

that the Dutch Central Bank cannot grant this request.

4. Insofar as the Dutch Central Bank, for the purpose of exercising the prudential supervision in respect of financial 

enterprises licensed by the Authority for the Financial Markets, requires data on aspects of the operations as 

referred to in Section 4:14(2)(a) or (b), the Dutch Central Bank shall not demand any information until the 

Authority for the Financial Markets has been requested to supply this data and it has become apparent that the 

Authority for the Financial Markets cannot grant this request.

5. A derogation from Subsections (3) and (4) shall be permitted, after consultation with the other supervisor, if 

there is a reasonable suspicion of a violation of the rules laid down by or pursuant to this Act, and the urgent 

nature of the interests involved so requires.

Part 1.4.2. Enforcement

Section 1:75

1. If any of the persons listed below fails to comply with the provisions laid down by or pursuant to this Act, the 

supervisor may oblige this person, by issuing an instruction, to adhere to a particular line of conduct within a 

reasonable term specified by the supervisor with regard to the points set out in the instruction order: 

a. a financial enterprise; 

b. a representative of an insurer; 

c. a holder of a declaration of no objection under Sections 3:95, 3:96 or 5:32d; 

d. any party which, operating in or from the Netherlands, attracts callable funds from others than professional 

market parties, obtains the disposal or has the disposal of such funds beyond a restricted circle in the 

pursuit of a business; 

e. any party which, operating in or from the Netherlands, performs activities as a broker in another Member 

State as a service of the information society as referred to in Section 15d(3) of Book 3 of the Dutch Civil 

Code in the pursuit of a business or profession in order to attract or obtain the disposal of callable funds 

from others than professional market parties beyond a restricted circle; 

f. a market operator. 

2. The Dutch Central Bank may also issue an instruction within the meaning of Subsection (1) to a financial 

enterprise where it detects signs of a development that may jeopardise the equity capital, solvency or liquidity of 

that financial enterprise.

3. An instruction issued to a person under Subsections (1) or (2) shall not affect contracts between that person 

and third parties.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 1:76

1. The supervisor may decide to appoint one or more persons as custodian with regard to all or certain bodies or 

representatives of a financial enterprise if the financial enterprise does not comply with the provisions arising 

from this Act. 

2. The decision under Subsection (1) shall only be taken: 

a. after the financial enterprise has failed to comply, either fully or in part, with an instruction as referred to in 

Section 1:75(1) within the specified term; or 

b. if the violation referred to in Subsection (1) seriously jeopardises the adequate operation of the financial 

enterprise and that financial enterprise was previously provided with the opportunity to submit its view on the 

proposed decision; or 

c. if the violation referred to in Subsection (1) seriously jeopardises the interests of consumers or, where it 

concerns financial instruments or insurance, the interests of clients, with the exception of professional 

investors, and that financial enterprise was previously provided with the opportunity to submit its view on the 

proposed decision. 

3. Without prejudice to Subsections (1) and (2), the Dutch Central Bank may decide to appoint one or more 

persons as custodian with regard to all or certain bodies or representatives of a financial enterprise where it 

detects signs of a development that may jeopardise the equity capital, solvency or liquidity of that financial 

enterprise.

4. The decision under Subsection (1) shall only be taken:

a. after the financial enterprise has failed to comply, either fully or in part, with an instruction as referred to in 

Section 1:75(2) within the specified term; or 

b. if urgent intervention is required and the financial enterprise was previously provided with the opportunity to 

submit its view on the proposed decision. 

5. The appointment decision shall include a description of the interests which the custodian must observe. The 

supervisor shall appoint the custodian for a maximum period of two years, which term may be extended by a 

maximum period of one year at a time; the extension shall have immediate effect. From the moment when the 

financial enterprise has been informed of the appointment of the custodian, the relevant bodies or 

representatives may only exercise their powers subject to the custodian’s approval and with due observance of 

the custodian’s instructions.

6. After the appointment of a custodian:

a. the bodies and representatives of the financial enterprise shall lend the custodian their full cooperation; 

b. the supervisor may permit the relevant bodies or representatives of the financial enterprise to carry out 

certain legal acts without approval; 

c. the supervisor may replace the custodian at any time; 

d. every person pertaining to the body of the financial enterprise which carried out acts in violation of a decision 

as referred to in Subsections (1) or (3) that resulted in loss or damage shall be jointly and severally liable 

towards that financial enterprise, unless these acts may not be attributable to this person and this person 

has not been negligent in taking measures to avert the consequences of these acts; 

e. the acts referred to under (d), insofar as they are legal acts, shall be capable of annulment if the 

counterparty knew or should have known that the required approval had not been granted. 

7. As soon as the circumstance referred to in Subsections (1) or (3) no longer exists, the supervisor shall revoke 

the decision to appoint the custodian. The supervisor shall inform the financial enterprise without delay of this 

decision.

8. Subsections (1), (2) and (5) to (7) shall apply mutatis mutandis to any party which, operating in or from the 

Netherlands, attracts callable funds from others than professional market parties, obtains the disposal or has 

the disposal of such funds beyond a restricted circle in the pursuit of a business.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 1:77

1. If a financial enterprise regarding which the supervisor approved a proposal as referred to in Sections 2:107, 

2:108, 2:111, 2:112, 2:115, 2:117, 2:118, 2:121, 2:122, 2:127 or 2:130 has received an instruction as referred to 

in Section 1:75 relating to its operations or its financial situation, and the financial enterprise has not or 

insufficiently complied with that instruction, the supervisor may decide to prevent that financial enterprise from 

conducting its business from a branch office or through the performance of services, or from providing financial 

services in the other Member State. The supervisor shall notify the supervisory authority of the Member State 

involved of this decision. From the time of this notification, the financial enterprise may no longer conduct its 

business from the branch office or through the performance of services, or perform services in the other 

Member State. 

2. If an insurer has received an instruction as referred to in Section 1:75 relating to the properness or expertise of 

the insurer’s representative or of a person determining the day-to-day policy of that insurer, and the insurer has 

not or insufficiently complied with that instruction, Subsection (1) shall apply mutatis mutandis. 

Section 1:78

1. If an auditor or actuary does not provide or no longer provides the required safeguards that it will be able to 

perform its duties satisfactorily with regard to the financial enterprise, the supervisor may decide that this auditor 

or actuary is no longer authorised to issue the statements referred to in this Act in relation to that financial 

enterprise.

2. The supervisor shall inform the financial enterprise without delay of the decision referred to in Subsection (1).

Section 1:79

1. The supervisor may impose an order for incremental penalty payments in relation to a violation of regulations 

arising from the sections listed in the Annex to this section and the Prospectus Regulation and in relation to a 

violation of Section 5:20 of the General Administrative Law Act.

2. Sections 5:32(2) to (5) and 5:33 to 5:35 of the General Administrative Law Act shall apply with regard to the 

power referred to in Subsection (1).

3. Rules may be laid down by ministerial regulation with regard to exercising the power referred to in Subsection 

(1).

Section 1:80

1. The supervisor may impose an administrative fine in relation to a violation of regulations arising from the 

sections listed in the Annex to this section and the Prospectus Regulation and in relation to a violation of 

Section 5:20 of the General Administrative Law Act.

2. The administrative fine shall accrue to the supervisor which imposed the fine.

3. Rules may be laid down by ministerial regulation with regard to exercising the power referred to in Subsection 

(1).

Section 1:81

1. The amount of the administrative fine shall be determined by Decree, provided that the fine for an individual 

violation shall not exceed € 900,000.

2. The Decree referred to in Subsection (1) shall determine for each violation the amount of the administrative fine 

to be imposed.

3. In specific cases, the supervisor may reduce the amount of the administrative fine as laid down by Decree if the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

amount of the fine is disproportionately high.

Section 1:82 

1. Any person who has been questioned with a view to the imposition of an administrative fine shall not be 

required in respect of the violation to issue statements for that purpose. 

2. Before being questioned, the person involved shall be informed that he has the right to remain silent.. 

Section 1:83

1. If the supervisor intends to impose an administrative fine, it shall notify the person involved of this and the 

grounds on which the intention is based.

2. In derogation from Part 4.1.2 of the General Administrative Law Act, the supervisor shall provide the person 

involved with the opportunity to submit its view either in writing or verbally, at one’s discretion, before the 

administrative fine is imposed.

Section 1:84

1. The supervisor shall impose the administrative fine by means of an order.

2. The order shall specify in any case:

a. the fact regarding which the administrative fine is imposed, as well as the violated regulation; 

b. the amount of the fine and the data on the basis of which this amount was determined; and 

c. the period referred to in Section 1:85(1) within which the fine must be paid. 

Section 1:85

1. The administrative fine shall be paid within six weeks after the order by which it was imposed took effect.

2. The submission of an objection or appeal against the imposition of an administrative fine shall suspend the 

obligation to pay the fine until the period for appeal has expired or, if an appeal has been lodged, until a decision 

has been given on the appeal.

3. If the administrative fine has not been paid within the period referred to in Subsection (1), it shall be increased 

by statutory interest. Statutory interest shall be owed from the day following the expiry of the period referred to in 

Subsection (1).

4. If the administrative fine was not paid in time, the supervisor shall issue a written demand that the fine, plus the 

costs of the demand, be paid within the next two weeks. The demand shall contain a notification to the effect that 

the fine, to the extent that it is not paid within the specified period, will be collected in accordance with 

Subsection (5).

5. If payment is not effected in time, the supervisor may collect the administrative fine, plus the costs of the 

demand and the collection charges, by way of a writ of execution.

6. The writ of execution shall be served at the offender’s expense by means of a bailiff’s notification, and shall 

constitute an enforceable order within the meaning of Book 2 of the Code of Civil Procedure (Wetboek van 

Burgerlijke Rechtsvordering).

7. For six weeks after the date of service, it shall be possible to file an objection to the writ of execution by serving 

a summons on the supervisor that imposed the fine.

8. The objection shall not suspend the enforcement, unless the preliminary relief judge of the court in interlocutory 

proceedings rules otherwise upon request.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

9. The objection may not be based on the argument that the administrative fine is inappropriate or too high.

Section 1:86

1. The power to impose an administrative fine shall lapse if criminal proceedings have been brought against the 

offender in respect of the violation for which the fine may be imposed and the court hearing has commenced, or 

if the right to prosecute has lapsed under Section 74 of the Criminal Code (Wetboek van Strafrecht). 

2. The right to prosecute with regard to a violation as referred to in Section 1:80 shall lapse if the supervisor has 

already imposed an administrative fine on account of the same fact. 

Section 1:87

1. The power to impose an administrative fine shall lapse three years from the day on which the violation was 

committed.

2. The period referred to in Subsection (1) shall be interrupted by the announcement of the order by which an 

administrative fine is imposed.

Section 1:88

The activities relating to the imposition of an administrative fine shall be carried out by persons who were not 

involved in establishing the violation and the preceding investigation. 

Chapter 1.5. Duty of confidentiality, exceptions and publication options 

Part 1.5.1. Duty of confidentiality and exceptions

Section 1:89

1. Any party that performs or has performed any duties for the purpose of this Act or of decisions taken pursuant to 

this Act shall be prohibited from making any further or other use of confidential data or information supplied or 

obtained pursuant to this Act or pursuant to Section 5:2 of the General Administrative Law Act, or received from 

a person or body as referred to in Sections 1:90(1) and 1:191(1) respectively, and from publicising such data 

and information in any further or other way, than is required for the performance of that party’s duties or required 

pursuant to this Act.

2. In derogation from Subsection (1), the supervisor may make disclosures by using confidential data or 

information obtained in the performance of its duties under this Act, provided that these cannot be traced back 

to individual persons.

Section 1:90

1. In derogation from Section 1:89(1), the supervisor may supply the other supervisor or the supervisory authority 

of another Member State with confidential data or information obtained in the performance of its duties under 

this Act, unless: 

a. the purpose for which the confidential data or information will be used has not been adequately determined; 

b. the intended use of the confidential data or information does not fit into the context of the supervision of 

financial markets or of persons operating on those markets; 

c. the provision of the confidential data or information would be not be compatible with Dutch law or public 

order; 

d. the non-disclosure of the data or information is not sufficiently guaranteed; 

e. the provision of the confidential data or information is or might reasonably be considered contrary to the 

interests that this Act seeks to protect; or 

f. there is insufficient guarantee that the confidential data or information will not be used for a purpose other 

than that for which it is supplied. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2. Insofar as the data or information referred to in Subsection (1) was obtained from a supervisory authority of 

another Member State, the supervisor shall not disclose it to the other supervisor or to the supervisory authority 

of another Member State, unless the supervisory authority of another Member State from which the data or 

information was obtained has expressly consented to the disclosure of the data and information and, where 

applicable, has consented to the use of this data or information for a purpose other than that for which it was 

supplied. 

3. If a supervisory authority in another Member State asks the supervisor which supplied the confidential data or 

information under Subsections (1) or (2) for permission to use that confidential data or information for a purpose 

other than that for which it was supplied, the supervisor shall only grant this request: 

a. if the intended use is not contrary to Subsections (1) or (2); or 

b. insofar as that supervisory authority might obtain the disposal of that data or information for that other 

purpose from the Netherlands in a manner not provided in this Act, with due observance of the applicable 

statutory procedures; and 

c. after consultation with Our Minister of Justice, if the request referred to in the opening words of this section 

relates to a criminal investigation. 

4. The Authority for the Financial Markets or the organisational unit of the Dutch Central Bank entrusted with the 

duties referred to in Section 1:24 may supply confidential data or information to the organisational unit of the 

Dutch Central Bank entrusted with the performance of its monetary duties, insofar as the confidential data or 

information serves the performance of those duties.

5. Subsections (1) to (3) shall apply mutatis mutandis to the exchange of confidential data or information between 

the supervisor’s organisational units entrusted with different duties. The supervisor shall guarantee that such 

exchange of information occurs with due observance of the confidentiality regime applicable to the relevant data 

or information under European directives.

Section 1:91

1. In derogation from Section 1:89(1), the supervisor may supply confidential data or information obtained in the 

performance of its duties under this Act to a person as referred to under (a), (b), (c), (d), (e) or (f) insofar as the 

data or information serves the performance of its duties: 

a. a delegated judge appointed under Section 3:162(4); 

b. an administrator appointed under Section 3:162(4); 

c. a delegated judge appointed under Section 223a of the Bankruptcy Act; 

d. an administrator appointed under Section 215(2) of the Bankruptcy Act; 

e. a delegated judge appointed under Section 14 of the Bankruptcy Act; 

f. a liquidator appointed under Section 14 of the Bankruptcy Act. 

2. The supervisor shall not supply any confidential data or information as referred to in Subsection (1): 

a. if the provision of the confidential data or information is or might reasonably be considered contrary to the 

interests that this Act seeks to protect; 

b. if the confidential data or information was obtained from the other supervisor or another supervisory 

authority, and this other supervisor or supervisory authority does not consent to the supply of the confidential 

data or information. 

3. In derogation from Section 1:89(1), the liquidator appointed in the bankruptcy of an investment firm or market 

operator may supply confidential data or information as referred to in Subsection (1) to the district court, insofar 

as this data or information does not relate to third parties and such is required for the purpose of the liquidation.

4. In derogation from Section 1:89(1), the liquidator appointed in the bankruptcy of a financial enterprise other than 

an investment firm or market operator may supply confidential data or information as referred to in Subsection 

(1) to the district court, insofar as this data or information does not relate to an enterprise that is or was involved 

in an attempt to enable the bankrupt enterprise to continue its business.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

5. Section 1:89(1) shall not affect the applicability of the provisions of the Code of Civil Procedure relating to 

making a statement, as a witness or as a party in a personal appearance of parties, or as an expert in civil 

proceedings, with regard to data or information obtained in the performance of the duties assigned pursuant to 

this Act, insofar as it concerns confidential data or information regarding a financial enterprise that has been 

declared insolvent or has been dissolved under a court order. 

6. In the event of the bankruptcy or dissolution under a court order of an investment firm or market operator, 

Subsection (5) shall not apply to confidential data or information concerning third parties. In the event of the 

bankruptcy or dissolution under a court order of a financial enterprise other than an investment firm or market 

operator, Subsection (5) shall not apply to confidential data or information concerning an enterprise that is or 

was involved in an attempt to enable the enterprise in question to continue its business. 

Section 1:92

1. In derogation from Section 1:89(1), the supervisor may supply confidential data or information obtained in the 

performance of the duties assigned to it pursuant to this Act to a body entrusted with exercising powers to 

prosecute or to an expert issued with an instruction by such a body, insofar as the demanded data or 

information is necessary for the performance of that instruction.

2. If the body referred to in Subsection (1) intends to exercise the power to demand the transmission of an object 

liable to seizure or the power to demand inspection or a copy of documents as referred to in Sections 96a, 105 

or 126a of the Code of Criminal Procedure (Wetboek van Strafvordering) or Sections 18 or 19 of the Economic 

Offences Act (Wet op de economische delicten), and the demand relates to confidential data or information as 

referred to in Section 1:89(1), that body shall provide the supervisor with the opportunity to express its view in 

this respect before exercising its power.

Section 1:93

1. In derogation from Section 1:89(1), the supervisor may supply confidential data or information obtained in the 

performance of the duties assigned to it pursuant to this Act to: 

a. the European Central Bank, the national central bank of another country or another foreign body entrusted 

with a similar task, acting in its capacity of monetary authority, insofar as the data or information serves the 

performance of its monetary duties; 

b. an auditor charged with the statutory audit of the annual accounts of a financial enterprise, insofar as the 

confidential data or information relates to that financial enterprise and is necessary for the audit; 

c. an actuary charged with the statutory audit of a financial enterprise, insofar as the confidential data or 

information relates to that financial enterprise and is necessary for the audit; 

d. the market operator, the investment firm operating a multilateral trading facility or the holder of a system 

comparable with a regulated market or a multilateral trading facility in a non-Member State, with a view to 

monitoring compliance with the rules applicable to that market; or 

e. the Dutch Healthcare Authority, insofar as the data or information serves the performance of its statutory 

duties. 

2. The supervisor shall not supply any confidential data or information as referred to in Subsection (1) if: 

a. the purpose for which the confidential data or information will be used has not been adequately determined; 

b. the intended use of the confidential data or information does not fit into the context of the supervision of 

financial markets or of persons operating on those markets; 

c. the provision of the confidential data or information would be not be compatible with Dutch law or public 

order; 

d. the non-disclosure of the data or information is not sufficiently guaranteed; 

e. the provision of the confidential data or information can or might reasonably be considered contrary to the 

interests that this Act seeks to protect; or 

f. there is insufficient guarantee that the confidential data or information will not be used for a purpose other 

than that for which it is supplied. 

3. Insofar as the data or information referred to in Subsection (1) was obtained from a supervisory authority, the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

supervisor shall not disclose it to the other supervisor or to another supervisory authority, unless the supervisory 

authority from which the data or information was obtained has expressly consented to the disclosure of the data 

and information and, where applicable, has consented to the use of this data or information for a purpose other 

than that for which it was supplied.

4. If a body or person as referred to in Subsection (1) asks the supervisor which supplied the confidential data or 

information for permission to use that confidential data or information for a purpose other than that for which it 

was supplied, the supervisor shall only grant this request:

a. if the intended use is not contrary to Subsections (1), (2) or (3); or 

b. insofar as that body or person might obtain the disposal of that data or information for that other purpose in a 

manner not provided in this Act, with due observance of the applicable statutory procedures; and 

c. after consultation with Our Minister of Justice, if the request referred to in the opening words of this section 

relates to a criminal investigation. 

Section 1:93a 

If, under Part 3.6.2, the Dutch Central Bank supervises, on a consolidated basis, a Dutch investment firm or Dutch 

credit institution, it shall immediately inform Our Minister and the bodies, as referred to in Section 1:93(1)(a), insofar 

as involved, of emergency situations regarding financial enterprises involved in the consolidated supervision which 

may affect the stability of the financial system in the Member State where these latter enterprises have their 

registered office. 

Section 1:93b 

1. If the Authority for the Financial Markets has been designated as a contact point as referred to in Article 56(1), 

third sentence of the Markets in Financial Instruments Directive, it may, in derogation from Section 1:90(1), 

supply the Dutch Central Bank with confidential data or information obtained in the performance of its duties as 

a contact point. 

2. Insofar as the data or information referred to in Subsection (1) was obtained from a supervisory authority in 

another Member State, the Authority for the Financial Markets shall not disclose it to bodies or persons as 

referred to in Section 1:91(1)(a) to (f), Section 1:92(1) and Section 1:93(1)(a) to (e), unless the relevant 

supervisory authority from which the data or information was obtained has expressly consented to the 

disclosure of the data and information and, where applicable, has consented to the use of this data or 

information for a purpose other than that for which it was supplied. In duly substantiated circumstances, the 

Authority for the Financial Markets may also disclose the data or information to the persons or bodies referred 

to in the preceding sentence for a purpose other than that for which it was supplied without the express consent 

of the relevant supervisory authority. In that case, the Authority for the Financial Markets shall notify the 

supervisory authority from which the data or information was obtained without delay. 

Part 1.5.2. Publication options of the supervisors

Section 1:94

The supervisor may issue a public warning, where necessary stating the reasons for that warning, upon violation of 

a prohibitory provision of this Act or of Sections 1:58(2), 1:58a(2), 1:58b(2), 1:58c(3), 1:59(2), 1:67(1), 1:77(1), third 

sentence, 4:4(1) or 4:4a. 

Section 1:95

1. If the supervisor decides to issue a public warning as referred to in Section 1:94, it shall inform the person 

involved of this decision.

2. The decision shall state in any event the violation established, the substance of the publication, the grounds on 

which the decision is based and the manner in which and the term within which the public warning will be 

issued.

3. Without prejudice to the provisions of Section 4:11 of the General Administrative Law Act, the supervisor may 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

choose not to apply Section 4:8 of that Act if the address of the person involved is not known and cannot be 

obtained with reasonable effort.

Section 1:96

1. A public warning as referred to in Section 1:94 shall not be issued before five working days have elapsed after 

the date on which the person involved was informed of the decision in accordance with Section 1:95. 

2. If preliminary relief as referred to in Section 8:81 of the General Administrative Law Act is sought, the decision’s 

publication shall be suspended until the preliminary relief judge has rendered judgment.

3. If the protection of the interests which this Act seeks to protect does not allow delay, the supervisor, in 

derogation from the preceding subsections, may issue a public warning immediately.

Section 1:97

1. The supervisor shall publicise a decision to impose an administrative fine under this Act after its announcement, 

if the administrative fine was imposed in relation to a violation of: 

a. a prohibitory provision of this Act or under Sections 1:58(2), 1:58a(2), 1:58b(2), 1:58c(3), 1:59(2), 1:67(1), 

1:77(1), third sentence, 4:4(1) or 4:4a; 

b. another provision that is subject to a fine with tariff number 4 or 5 under the Decree pursuant to Section 

1:81(1); or 

c. Sections 4:19, 4:20, 4:22, 4:23, 4:24, 4:42 or 4:87. 

2. The decision to impose an administrative fine shall not be disclosed before five working days have elapsed after 

the date on which the person involved was informed of the decision.

3. If preliminary relief as referred to in Section 8:81 of the General Administrative Law Act is sought, the decision’s 

publication shall be suspended until the preliminary relief judge has rendered judgment.

4. The decision shall not be publicised if its publication is or might be considered contrary to the object of the 

supervision of compliance with this Act to be exercised by the supervisor.

Section 1:98

Without prejudice to Section 1:97, the supervisor shall publicise a decision to impose an administrative fine under 

this Act if this has become irreversible by law, unless publication of the decision is or might be considered contrary 

to the object of the supervision of compliance with this Act to be exercised by the supervisor. 

Section 1:99

1. The supervisor shall publicise a decision to impose an order for incremental penalty payments under this Act if 

the incremental penalty payment has been forfeited, unless publication of the decision is or might be considered 

contrary to the object of the supervision of compliance with this Act to be exercised by the supervisor.

2. If preliminary relief as referred to in Section 8:81 of the General Administrative Law Act is sought, the decision’s 

publication shall be suspended until the preliminary relief judge has rendered judgment.

Section 1:100

If protection of the interests which this Act seeks to protect does not allow delay, the supervisor, in derogation from 

Sections 1:97(2) and (3), 1:98 or 1:99(1) and (2), may immediately publicise a decision to impose an administrative 

fine or an order for incremental penalty payments respectively. 

Section 1:101

1. If preliminary relief as referred to in Section 8:81 of the General Administrative Law Act is sought against a 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

decision as referred to in Sections 1:94, 1:97(1) and 1:99(1), the court hearing shall be held behind closed 

doors. 

2. If the preliminary relief judge has banned the publication of a decision as referred to in Sections 1:94, 1:97(1) 

and 1:99(1), the parties involved in the objection shall not be heard in public.

3. If the preliminary relief judge has banned the publication of a decision as referred to in Sections 1:94, 1:97(1) 

and 1:99(1), and an appeal is lodged against the decision on the objection to that decision, the court hearing 

shall be held behind closed doors.

Chapter 1.6. Procedures

Part 1.6.1. Licensing

Section 1:102

1. Rules shall be laid down by or pursuant to a Decree as regards the manner in which the application is filed.

2. The licence may be subject to conditions and limitations with a view to the interests which the respective part 

seeks to protect.

3. The supervisor shall render a decision on the application within 13 weeks of its receipt.

4. The supervisor shall confirm the receipt of the application to the applicant without delay. 

Section 1:103

1. In derogation from Section 1:102(3), the supervisor shall defer the decision on a licence application if an 

application for a declaration of no objection as referred to in Section 3:95(1)(b) or (c) has also been submitted, 

until no later than six weeks after the moment when the order relating to the declaration of no objection was 

announced. If a petition for preliminary relief relating to that order was filed within that period, the supervisor 

shall suspend the decision until two weeks after the moment when a decision is rendered on that petition.

2. Irrespective of the application of the preceding subsection, the supervisor shall in any event render a decision 

on the licence within six months of the receipt of the application.

Section 1:104

1. The supervisor may modify, withdraw or limit, either fully or in part, or attach further conditions to the licence if: 

a. the licence holder has filed an application to that end; 

b. the licence holder, as subsequently becomes apparent, supplied incorrect or incomplete data when applying 

for the licence, and knowledge of the correct and complete data would have resulted in a different decision; 

c. the licence holder suppressed circumstances or facts on the grounds of which, if they had occurred or been 

known by the time when the licence was granted, the licence would have been refused; 

d. the licence holder no longer complies with the rules laid down by or pursuant to this Act, or no longer 

complies with the conditions or limitations attached to the licence; 

e. the licence holder did not make use of the licence within 12 months of having been granted the licence; 

f. the licence holder has terminated the activity for which the licence was required, is an investment firm which 

has discontinued its business for a period of more than six months or is an entity for risk acceptance which 

has discontinued its business for which it holds a license for a period of more than six months, is a life 

insurer or non-life insurer which has discontinued its business in the sector for which it holds a license for a 

period of more than six months, is a funeral expenses and benefits in kind insurer which has discontinued 

its business for which it holds a license for a period of more than six months or is a reinsurer which has 

discontinued its business in a reinsurance activity for which it holds a license for a period of more than six 

months; 

g. the licence holder has transferred the enterprise for which the licence was granted, either fully or in part; 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

h. the licence holder dies (in the case of a natural person) or is dissolved (in the case of a legal person or 

partnership); 

i. the statement regarding the fair presentation that forms part of the other information referred to in Section 

3:71(1), or the statement referred to in Sections 3:72(7), 3:81(3) or 3:86(1) or (2), does not show that the 

annual accounts or the records referred to in Section 3:72(1) or (3) give a true and fair view of the 

enterprise’s financial position and of its results for the financial year concerned; or 

j. the licence holder has been declared insolvent, or the debt rescheduling arrangement for natural persons 

has been declared applicable to the licence holder, if a court has appointed an administrator as referred to 

in Sections 380, 409 or 431 of Book 1 of the Dutch Civil Code over one or more of the licence holder’s 

assets, or if the licence holder has been placed under guardianship. 

2. The supervisor shall withdraw the licence granted if: 

a. an authorisation as referred to in Section 3:163(1), opening words and under (b) has been granted, at the 

time when this authorisation was granted or as soon as possible thereafter, insofar as the enterprise still 

held a licence immediately prior to that time; 

b. an authorisation as referred to in Section 3:163(1), opening words and under (c) has been granted, at the 

time when, during the emergency regulations, assets of the enterprise were converted into cash for the first 

time with a view to distributing the proceeds among the creditors, shareholders or members, or as soon as 

possible after the said time, insofar as the enterprise still held a licence immediately prior to the first time 

assets were converted into cash; or 

c. it has agreed to a portfolio transfer as referred to in Sections 3:112, 3:113 and 3:114. 

3. In the decision to withdraw a licence, the supervisor may also stipulate that the financial enterprise must wind up 

its business, either fully or in part, within a period to be specified by the supervisor. During the winding-up, 

whether or not stipulated by the supervisor, the financial enterprise or the bankruptcy liquidator of the financial 

enterprise shall be classified as a licensed enterprise. 

Section 1:105

1. The provisions laid down by or pursuant to this part with regard to a licence shall apply mutatis mutandis to: 

a. a supervisory status certificate as referred to in Section 3:110; 

b. a declaration of no objection as referred to in Sections 3:95, 3:96 and 5:32; 

c. a dispensation as referred to in Sections 2:23, 2:55, 2:60, 2:65, 2:75, 2:80, 2:86, 2:92, 2:96, 3:5, 3:6, 3:7, 4:3, 

5:26 and 5:81, insofar as it concerns a dispensation from Section 5:74(1), or Section 5:79, on the 

understanding that the dispensation may be granted either fully or in part; and 

d. an approval as referred to in Section 3:116, on the understanding that if a supervisory authority of another 

Member State gives its opinion or grants approval in relation to the proposed transfer, the decision period 

shall be suspended by a maximum of the period available to that supervisory authority under Section 

3:118(5). 

2. Section 1:102(1) shall apply mutatis mutandis to a dispensation other than that referred to in Subsection (1)(c). 

Rules may be laid down by ministerial regulation with regard to the conditions that may be attached to this 

dispensation. This dispensation may be withdrawn. 

Section 1:106

1. For the purpose of implementing a binding decision to that effect of the Commission of the European 

Communities or the Council of the European Union with regard to a non-Member State, the supervisor and our 

Minister respectively shall, in derogation from Section 1:102, suspend either fully or in part: 

a. the consideration of applications for a licence to conduct the business of a credit institution, life insurer or 

non-life insurer, or to provide financial services as a management company or investment firm, which were 

filed directly or indirectly by financial enterprises governed by the law of a non-Member State; 

b. the consideration of applications for a declaration of no objection as referred to in Section 3:95 which were 

filed directly or indirectly by financial enterprises governed by the law of a non-Member State; 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

c. the consideration of notifications as referred to in Section 3:103 which were filed directly or indirectly by 

financial enterprises governed by the law of a non-Member State. 

2. Subsection (1) shall not apply to: 

a. applications for a licence to incorporate subsidiaries that are also subsidiaries of a financial enterprise 

licensed in a Member State to conduct the business of a credit institution, life insurer or non-life insurer, or to 

provide financial services as a management company or investment firm; 

b. applications for a declaration of no objection relating to qualifying holdings that are also qualifying holdings 

of a financial enterprise licensed in a Member State to conduct the business of a credit institution, life insurer 

or non-life insurer, or to provide financial services as a management company or investment firm; 

c. notifications of an intention relating to qualifying holdings in an electronic money institution that are also 

qualifying holdings of a financial enterprise licensed in a Member State to conduct the business of a credit 

institution, life insurer or non-life insurer, or to provide financial services as a management company or 

investment firm. 

3. If the market access and competition opportunities in a non-Member State are more limited for financial 

enterprises having their registered office in a Member State than for financial enterprises having their registered 

office in a non-Member State, the supervisor shall, upon request, notify the Commission of the European 

Communities of: 

a. applications for a licence to conduct the business of a credit institution, life insurer or non-life insurer, or to 

provide financial services as a management company or investment firm, which were filed directly or 

indirectly by financial enterprises governed by the law of the non-Member State; 

b. applications for a declaration of no objection relating to qualifying holdings in a bank, management company 

or investment firm, life insurer or non-life insurer, which were filed directly or indirectly by financial 

enterprises governed by the law of the non-Member State, as a result of which that bank, investment firm, 

life insurer or non-life insurer would become a subsidiary of the applicant. 

Part 1.6.2. Registration

Section 1:107

1. The register holder shall keep a public register. The register holder shall ensure the proper operation of the 

register and shall perform the registration in and removal from the register in such a manner that the register 

shows from what moment the registered financial enterprises may perform what activities, including any 

limitations attached, as well as the State in which they have their registered office.

2. The register holder shall, without delay, see to the registration of:

a. financial enterprises: 

1°. which have been granted a licence under this Act or a dispensation as referred to in Sections 2:23, 2:55, 

2:60, 2:65, 2:75, 2:80, 2:86, 2:92, 2:96, 3:5, 3:6, 3:7, 4:3, 5:26 or 5:81, insofar as it concerns a dispensation 

from Section 5:74(1), or Section 5:79; 

2°. to which an exemption applies, if they have informed the supervisor of their intention to provide the 

services concerned pursuant to a condition attached to that exemption; 

3°. which are otherwise permitted under this Act to conduct their business or perform financial services from 

a branch office situated in the Netherlands or by providing services to the Netherlands; 

4°. which have been granted a supervisory status certificate; 

5°. on which a prohibition has been imposed pursuant to Sections 1:58(2), 1:58a(2), 1:58b(2), 1:58c(3), 

1:59(2), 1:67(1), 1:77(1), third sentence, 4:4(1) or 4:4a; 

6°. which are affiliated enterprises as referred to in Section 2:105; 

7°. to which the guarantee scheme referred to in Part 3.5.6 applies; 

8°. which are managed by licensed management companies; these financial enterprises shall be listed in the 

register together with the management company managing them; 

9°. which have reported as an investment company with variable capital; 

10°. which have been reported in accordance with Section 2:81(2)(b); these shall be listed in the register 

together with the provider or providers concerned; 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

11°. which have notified the Authority for the Financial Markets pursuant to Sections 2:99 or 4:26 of their 

intention to conduct the business of an investment firm operating as a systematic internaliser; 

12°. which have been reported in accordance with Section 2:97(5), opening words and under (b); these shall 

be listed in the register together with the investment firm concerned; 

13°. which wind up their business in accordance with Section 1:104(3); and 

14°. to which the rules arising from this Act do not apply in accordance with Section 1:10(a); 

b. market operators which have been granted a licence or dispensation under this Act; 

c. credit rating agencies which have been granted recognised status under Section 3:57(2). 

3. Without prejudice to Subsection (1), the register holder shall, without delay, see to the registration of: 

a. the name and place of residence of the representative in the Netherlands of an insurer operating from a 

branch office in the Netherlands or providing services to the Netherlands; 

b. the nature of the life insurance contracts where it concerns life insurers which conduct their business in the 

Netherlands by providing services, or the nature of the risks of non-life insurance contracts where it 

concerns entities for risk acceptance, reinsurers or non-life insurers which conduct their business in the 

Netherlands by providing services; 

c. the data that must be reported pursuant to: 

 1°. Chapter 5.3, on the understanding that such data must be registered within one working day following 

the working day on which the register holder received the report concerned, and with the exception of 

address data of natural persons with a duty to disclose; 

2°. Section 5:25i(2) or (5), including the time at which the issuer disclosed the information; and 

 3°. Section 5:60, with the exception of the address data of the parties with a duty to disclose; 

d. prospectuses approved under Section 5:9; 

e. the names of the States which our Minister has designated under Sections 2:60, 2:50 and 2:66; 

f. the Member States in which a registered insurance broker is authorised to provide brokerage services and 

the names of the natural persons who determine the policy of the broker; 

g. the name of the insurer to which the authorisation of a registered authorised agent or authorised sub-agent 

applies, and the names of the natural persons who determine the policy of the authorised agent or the 

authorised sub-agent; and 

h. the financial products in respect of which a registered financial service provider may perform services under 

this Act, as well as the nature of the services concerned; 

i. the market operator or the investment firm that is not permitted, pursuant to a decision as referred to in 

Section 1:58c(3), to make its facilities in the Netherlands available to long-distance members or unit holders 

based in the Netherlands. 

4. Where applicable, it shall be stated upon removal that the decision concerned is not yet final and conclusive. 

Section 1:108

1. The register holder shall keep the data referred to in Section 1:107 available in the register for public inspection 

free of charge for a minimum period of five years. On request, the register holder shall issue extracts from the 

register to any party on payment of the cost price.

2. Rules may be laid down by ministerial regulation with regard to the arrangement and operation of the register.

Section 1:109

1. The Authority for the Financial Markets shall keep a register of the persons who have applied, with due 

observance of the Decree referred to in the definition of qualified investor in Section 1:1, to be registered as 

qualified investors. 

2. Inspection of the register shall be granted or an extract from the register shall be issued, on request and on 

payment of a fee not exceeding the cost price, to management companies, collective investment schemes, 

issuers, parties intending to attract or make available callable funds in the pursuit of a business, or parties 

performing activities as referred to in Section 4:3(1).

3. The Authority for the Financial Markets shall see to it without delay that an entry is removed from the register 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

where such is requested by a registered party, legal successor or heir.

4. The Authority for the Financial Markets may remove an entry from the register with a view to the adequate 

operation of the financial markets.

Section 1:109a 

The Authority for the Financial Markets shall keep a list of regulated markets for which Our Minister has granted a 

licence as referred to in Section 5:26(1), and shall send this list to the other Member States and to the Commission 

of the European Communities. 

Part 1.6.3. Appeal

Section 1:110

1. If an appeal is lodged against a decision under this Act or if preliminary relief is sought pursuant to this Act, the 

District Court of Rotterdam shall be competent, in derogation from Section 8:7 of the General Administrative 

Law Act.

2. Section 7:1 of the General Administrative Law Act shall not apply with regard to a decision under Chapter 5.1, 

Section 5:77(1), or Section 5:81(3), or in respect of the provisions arising from Section 5:76(2) or Section 

5:80b(5), with the exception of a decision to impose an administrative fine as referred to in Section 1:80.

3. In derogation from Subsection (1), the Trade and Industry Appeals Tribunal (College van Beroep voor het 

bedrijfsleven) shall be competent in respect of appeals against decisions as referred to in Subsection (2), with 

the exception of decisions to impose an administrative fine.

2. Market Access of Financial Enterprises

Chapter 2.1. Introductory provisions

Section 2:1

Licences and dispensations granted under this Act shall be personal and non-transferable. 

Section 2:2

If the supervisor, in licensing a financial enterprise, grants a dispensation as referred to in Sections 2:5(3), 2:7(3), 

2:12(6), 2:17(3), 2:21(3), 2:26b(5),2:26e(3), 2:31(5), 2:32(3), 2:37(3), 2:41(3), 2:42(3), 2:49(3), 2:51(3), 2:54b(4), 

2:54e(3), 2:58(3), 2:63(3), 2:67(5), 2:68(4), 2:78(3), 2:83(3), 2:89(3), 2:94(3) or 2:99(6), that dispensation shall also 

classify as a dispensation from the corresponding rules under Part 3, Prudential Supervision of Financial Enterprises, 

and Part 4, Conduct of Business Supervision of Financial Enterprises. 

Section 2:3

If, without prejudice to Section 2.2, the Authority for the Financial Markets, in licensing a financial enterprise 

whereby it has asked the Dutch Central Bank for advice pursuant to Section 1:48, also grants a dispensation as 

referred to in Sections 2:67(5), 2:68(4), or 2:99(6), the Authority for the Financial Markets may simultaneously grant 

a dispensation from the corresponding rules under Part 3, Prudential Supervision of Financial Enterprises, if the 

advice so necessitates. In such cases, any conditions recommended by the Dutch Central Bank shall be attached 

to that dispensation. This dispensation shall be deemed to have been granted by the Dutch Central Bank where it 

relates to rules under Part 3, Prudential Supervision of Financial Enterprises. 

Chapter 2.2. Access to the financial markets of the Netherlands
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Part 2.2.1. Conducting the business of a clearing institution

2.2.1.1. Licensing obligation and requirements for clearing institutions having their registered office in the 

Netherlands

Section 2:4

1. No party having its registered office in the Netherlands may conduct the business of a clearing institution 

without a licence granted for that purpose by the Dutch Central Bank.

2. Subsection (1) shall not apply to financial enterprises having their registered office in the Netherlands that have 

been licensed by the Dutch Central Bank under this part to conduct the business of a bank.

Section 2:5

1. On application, the Dutch Central Bank shall grant a licence as referred to in Section 2:4(1) if the applicant 

demonstrates that it will comply with the provisions arising from: 

a. Section 3:8 with regard to the expertise of the persons referred to in that section; 

b. Section 3:9 with regard to the properness of the persons referred to in that section; 

c. Section 3:10(1) and (2) with regard to the policy on the sound conduct of business; 

d. Section 3:15(1) and (2) with regard to the minimum number of persons determining the day-to-day policy 

and the place from which they perform their activities; 

e. Section 3:16 with regard to the control structure; 

f. Section 3:17(1) and (2) with regard to the operational structure; 

g. Section 3:19(1) and (2) with regard to the minimum number of members of the Supervisory Board or the 

comparable body as referred to in Section 3:19(2); 

h. Section 3:53(1) and (3) with regard to the minimum equity capital; 

i. Section 3:57(1) and (2) with regard to solvency; and 

j. Section 3:63(1) and (2) with regard to liquidity. 

2. The licence application shall contain the data to be specified by or pursuant to a Decree.

3. On application, the Dutch Central Bank may grant a full or partial dispensation from Subsection (1), opening 

words and under (c), (d), (f), (g), (h), (i) or (j), if the applicant demonstrates that it cannot reasonably comply with 

those provisions and that the objectives which the sections listed in Subsection (1) seek to achieve are achieved 

in other ways.

2.2.1.2. Branch office and provision of services by clearing institutions having their registered office 

outside the Netherlands

Section 2:6

1. No party having its registered office outside the Netherlands may conduct the business of a clearing institution 

from a branch office situated in the Netherlands without a licence granted for that purpose by the Dutch Central 

Bank. 

2. Subsection (1) shall not apply to clearing institutions having their registered office in a State to be designated by 

Our Minister in which the supervision of the conduct of the business of a clearing institution provides sufficient 

safeguards with regard to the interests which this Act seeks to protect. Further rules may be laid down by 

Decree as regards the designation of States. Our Minister may revoke the designation order.

3. An order to designate a State as referred to in Subsection (2) and the revocation of such an order shall be 

published in the Government Gazette.

4. Subsection (1) shall not apply to financial enterprises having their registered office in another Member State that 

have been licensed by the supervisory authority of that Member State to conduct the business of a bank, unless 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

the licence provides otherwise. Section 2:15 shall apply mutatis mutandis.

Section 2:7

1. On application, the Dutch Central Bank shall grant a licence as referred to in Section 2:6(1) if the applicant 

demonstrates that it will comply with the provisions arising from: 

a. Section 3:8 with regard to the expertise of the persons referred to in that section; 

b. Section 3:9 with regard to the properness of the persons referred to in that section; 

c. Section 3:10(1) and (2) with regard to the policy on the sound conduct of business; 

d. Section 3:17(1) and (2) with regard to the operational structure; 

e. Section 3:21 with regard to the minimum number of persons determining the day-to-day policy of the branch 

office and the place from which they perform their activities; 

f. Section 3:53(1) and (3) with regard to the minimum equity capital; 

g. Section 3:57(1) and (2) with regard to solvency; and 

h. Section 3:63(1) and (2) with regard to liquidity, 

on the understanding that, for the purposes of (a) to (d) and (f) to (h), the phrase «a clearing institution having its 

registered office in the Netherlands» in the aforementioned sections must be read as: «the branch office in the 

Netherlands of a clearing institution having its registered office in a non-designated State», and that, for the 

purposes of (e), the phrase «credit institution having its registered office in a non-Member State» in the 

aforementioned section must be read as: «clearing institution having its registered office in a non-designated 

State». 

2. The licence application shall contain the data to be specified by or pursuant to a Decree.

3. On application, the Dutch Central Bank may grant a full or partial dispensation from Subsection (1), opening 

words and under (c), (d), (f), (g) or (h), if the applicant demonstrates that it cannot reasonably comply with those 

provisions and that the objectives which the sections listed in Subsection (1) seek to achieve are achieved in 

other ways.

Section 2:8

1. No party having its registered office outside the Netherlands may conduct the business of a clearing institution 

by providing services to the Netherlands, unless it has informed the Dutch Central Bank of its intention to do so 

and ensures and demonstrates that it will comply with the provisions arising from Section 3:57.

2. Subsection (1) shall not apply to clearing institutions having their registered office in a State to be designated by 

Our Minister under Section 2:6(2).

3. Subsection (1) shall not apply to clearing institutions having their registered office in another Member State that 

have been licensed by the supervisory authority of that Member State to conduct the business of a bank, unless 

the licence provides otherwise. Section 2:18 shall apply mutatis mutandis.

4. For the purposes of Subsection (1), clearing institutions having their registered office outside the Netherlands 

shall conduct the business of a clearing institution by providing services to the Netherlands if they do so via a 

regulated market licensed under Section 5:26(1), a multilateral trading facility licensed under Section 2:96 or an 

investment firm operating as a systematic internaliser. 

5. Having received a notification as referred to in Subsection (1), the Dutch Central Bank shall, without delay, 

confirm the receipt of this notification to the financial enterprise that made the notification. 

Section 2:9

1. The notification referred to in Section 2:8(1) shall contain the data to be specified by or pursuant to a Decree.

2. The clearing institution referred to in Section 2:8(1) may start providing services after receiving the confirmation 

referred to in Section 2:8(5) from the Dutch Central Bank. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 2:10

1. A clearing institution as referred to in Section 2:6(2) or Section 2:8(2) that intends to conduct the business of a 

clearing institution from a branch office situated in the Netherlands or by providing services to the Netherlands, 

shall notify the Dutch Central Bank of such intention. The clearing institution shall submit a declaration issued by 

the supervisory authority of that designated State showing that it is authorized in that State to conduct the 

business of a clearing institution. 

2. After the notification has been made and the declaration has been issued, the clearing institution may start 

conducting the intended business by providing services to the Netherlands, unless the Dutch Central Bank 

announces that such intention or the proposed manner of conducting the business is contrary to this Act.

3. Having received a notification as referred to in Subsection (1), the Dutch Central Bank shall, without delay, 

confirm the receipt of this notification to the clearing institution concerned.

4. Within two months of receiving the notification, the Dutch Central Bank may inform the clearing institution of the 

conditions which the clearing institution must observe for reasons of public interest in conducting its business 

from the branch office situated in the Netherlands.

Part 2.2.2. Conducting the business of a credit institution and financial institution

2.2.2.1. Licensing obligation and requirements for credit institutions having their registered office in the 

Netherlands

Section 2:11

1. No party having its registered office in the Netherlands may conduct the business of a bank or electronic money 

institution without a licence granted for that purpose by the Dutch Central Bank.

2. Where conducting the business of an electronic money institution is concerned, Subsection (1) shall not apply to 

financial enterprises having their registered office in the Netherlands that have been licensed by the Dutch 

Central Bank under this part to conduct the business of a bank.

3. Subsection (1) shall not apply to parties that obtain the disposal of funds as referred to in Section 3:2.

Section 2:12

1. On application, the Dutch Central Bank shall grant a licence as referred to in Section 2:11(1) if the applicant 

demonstrates that it will comply with the provisions arising from: 

a. Section 3:8 with regard to the expertise of the persons referred to in that section; 

b. Section 3:9 with regard to the properness of the persons referred to in that section; 

c. Section 3:10(1) and (2) with regard to the policy on the sound conduct of business; 

d. Section 3:15(1) and (2) with regard to the minimum number of persons determining the day-to-day policy 

and the place from which they perform their activities; 

e. Section 3:16 with regard to the control structure; 

f. Section 3:17(1) and (2) with regard to the operational structure; 

g. Section 3:19(1) and (2) with regard to the minimum number of members of the Supervisory Board or a 

comparable body as referred to in Section 3:19(2); 

h. Section 3:31 with regard to consolidated supervision; 

i. Section 3:53(1) and (3) with regard to the minimum equity capital; 

j. Section 3:57(1) and (2) with regard to solvency; and 

k. Section 3:63(1) and (2) with regard to liquidity. 

2. If the application relates to a bank having its registered office in the Netherlands in which a qualified 

shareholding is owned, the Dutch Central Bank, without prejudice to Subsection (1), shall grant a licence if the 

owner of the qualified shareholding has applied for a declaration of no objection in accordance with Section 

3:95(2), and the Dutch Central Bank is of the opinion that the provisions arising from Sections 3:99 to 3:101 

regarding the declaration of no objection are complied with.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

3. If the application relates to a bank having its registered office in the Netherlands in which a qualified 

shareholding is owned which is subject to Section 3:97, the Dutch Central Bank, without prejudice to Subsection 

(1) and in derogation from Subsection (2), shall grant a licence unless the holding might or would lead to an 

undesirable development in the financial sector, or the Dutch Central Bank is of the opinion that one of the 

considerations referred to in Sections 3:100, opening words and under (a) or (b), or 3:101, opening words and 

under (a) or (b), forms an obstacle to the granting of a declaration of no objection.

4. If the application relates to an electronic money institution having its registered office in the Netherlands in which 

a qualified shareholding is owned, the Dutch Central Bank, without prejudice to Subsection (1), shall grant a 

licence unless the intention referred to in Section 3:108(1) might or would lead to an influence on the electronic 

money institution concerned that jeopardised the financial soundness of the electronic money institution.

5. The licence application shall contain the data to be specified by or pursuant to a Decree.

6. On application, the Dutch Central Bank may grant a full or partial dispensation from Subsection (1), opening 

words and under (c), (f), (g), (i), (j) or (k), if the applicant demonstrates that it cannot reasonably comply with 

those provisions and that the objectives which the sections listed in Subsection (1) seek to achieve are achieved 

in other ways.

Section 2:13 

1. On application, the Dutch Central Bank shall grant a licence as referred to in Section 2:11 to a bank which, in 

addition to conducting the business of a bank, intends also to provide investment services or perform 

investment activities in the Netherlands, if the applicant, without prejudice to Section 2:12, demonstrates that it 

will comply with the provisions arising from:

a. Section 4:14(2)(c) under 1° to 6° with regard to the operational structure; 

b. Section 4:87 with regard to taking adequate measures to protect clients’ rights; and 

c. Section 4:91a with regard to the rules applicable to the trading process and the settlement of transactions in 

a multilateral trading facility, if the applicant intends to operate a multilateral trading facility. 

2. The licence application shall contain the data to be specified by or pursuant to a Decree. 

2.2.2.2. Branch office and provision of services by credit institutions having their registered office in 

another Member State

Section 2:14 

1. If the Dutch Central Bank receives a notification from a supervisory authority of another Member State of the 

intention of a credit institution having its registered office in another Member State to conduct its business from 

a branch office situated in the Netherlands, it shall, without delay, inform the credit institution involved of the 

receipt of this notification.

2. Within two months of receiving the notification, the Dutch Central Bank may inform the supervisory authority of 

the other Member State of the conditions which the credit institution must observe for reasons of public interest 

in conducting its business from a branch office situated in the Netherlands. The Dutch Central Bank shall send a 

copy of this to the credit institution.

Section 2:15

1. A credit institution having its registered office in another Member State that has been licensed to conduct its 

business by the supervisory authority of that Member State and intends to conduct its business from a branch 

office situated in the Netherlands, may start doing so two months after receiving the notification referred to in 

Section 2:14(1) or immediately after receiving the notification referred to in Section 2:14(2).

2. The credit institution shall be permitted to perform the activities listed in Annex I to the Recast Banking Directive, 

unless the notification referred to in Section 2:14(1) expressly provides otherwise or does not specify the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

performance of those activities.

Section 2:16

1. No party having its registered office in another Member State which, under the law of the Member State where it 

has its registered office, does not require a licence granted by the supervisory authority of that Member State to 

conduct the business of a credit institution and has not obtained such a licence on a voluntary basis, may 

conduct the business of a credit institution from a branch office situated in the Netherlands without a licence 

granted for that purpose by the Dutch Central Bank.

2. Where conducting the business of an electronic money institution is concerned, Subsection (1) shall not apply to 

financial enterprises having their registered office in another Member State that have been licensed by the 

supervisory authority of that Member State to conduct the business of a bank, unless the licence provides 

otherwise.

3. No party having its registered office in another Member State which, under the law of the Member State where it 

has its registered office, does not require a licence granted by the supervisory authority of that Member State to 

conduct the business of a credit institution and has not obtained such a licence on a voluntary basis, may 

conduct the business of a bank by providing services to the Netherlands, unless it notifies the Dutch Central 

Bank of this and demonstrates that it will comply with the provisions arising from Section 3:57. If rules have 

been laid down by or pursuant to a Decree under Section 3:57(2), the applicant shall also demonstrate that it 

will comply with those rules, insofar as that Decree provides this.

4. Subsections (1) and (3) shall not apply to:

a. a party obtaining the disposal of callable funds as referred to in Section 3:2; and 

b. a party obtaining or having the disposal of callable funds as a result of offering securities as referred to in 

Chapter 5.1. 

Section 2:17

1. On application, the Dutch Central Bank shall grant a licence as referred to in Section 2:16(1) if the applicant 

demonstrates that it will comply with the provisions arising from: 

a. Section 3:8 with regard to the expertise of the persons referred to in that section; 

b. Section 3:9 with regard to the properness of the persons referred to in that section; 

c. Section 3:10(1) and (2) with regard to the policy on the sound conduct of business; 

d. Section 3:17(1) and (2) with regard to the operational structure; 

e. Section 3:21 with regard to the minimum number of persons determining the day-to-day policy of the branch 

office and the place from which they perform their activities; 

f. Section 3:46 with regard to consolidated supervision; 

g. Section 3:53(1) and (3) with regard to the minimum equity capital; 

h. Section 3:57(1) and (2) with regard to solvency; 

i. Section 3:63(1) and (2) with regard to liquidity; and 

j. Section 3:75 with regard to separate accounts, 

on the understanding that, for the purposes of (a) to (d) and (g) to (i), the phrase «a credit institution in the 

Netherlands» in the aforementioned sections must be read as: «the branch office in the Netherlands of a credit 

institution having its registered office in another Member State». 

2. The licence application shall contain the data to be specified by or pursuant to a Decree.

3. On application, the Dutch Central Bank may grant a full or partial dispensation from Subsection (1), opening 

words and under (c), (d), (g), (h) or (i), if the applicant demonstrates that it cannot reasonably comply with those 

provisions and that the objectives which the sections listed in Subsection (1) seek to achieve are achieved in 

other ways.

Section 2:18
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. A bank having its registered office in another Member State that has been licensed to conduct its business by 

the supervisory authority of that Member State and intends for the first time to conduct its business by providing 

services to the Netherlands, may start doing so after it has notified the supervisory authority of the Member 

State where it has its registered office of this intention.

2. The bank shall be permitted to perform the activities listed in Annex I to the Recast Banking Directive, unless 

the Dutch Central Bank has received a notification from the supervisory authority of the Member State where 

the bank concerned has its registered office that expressly provides otherwise or does not specify the 

performance of those activities.

Section 2:19

An electronic money institution having its registered office in another Member State that has been licensed to 

conduct its business by the supervisory authority of that Member State and intends for the first time to conduct its 

business by providing services to the Netherlands, may start doing so after it has notified the supervisory authority 

of the Member State where it has its registered office of this intention. 

2.2.2.3. Licensing obligation and requirements for credit institutions having their registered office in a nonMember State

Section 2:20

1. No party having its registered office in a non-Member State may conduct the business of a bank or electronic 

money institution from a branch office situated in the Netherlands without a licence granted for that purpose by 

the Dutch Central Bank.

2. Where conducting the business of an electronic money institution is concerned, Subsection (1) shall not apply to 

financial enterprises having their registered office in a non-Member State that have been licensed by the Dutch 

Central Bank under this part to conduct the business of a bank from a branch office situated in the Netherlands.

Section 2:21

1. On application, the Dutch Central Bank shall grant a licence as referred to in Section 2:20(1) if the applicant 

demonstrates that it will comply with the provisions arising from: 

a. Section 3:8 with regard to the expertise of the persons referred to in that section; 

b. Section 3:9 with regard to the properness of the persons referred to in that section; 

c. Section 3:10(1) and (2) with regard to the policy on the sound conduct of business; 

d. Section 3:17(1) and (2) with regard to the operational structure; 

e. Section 3:21 with regard to the minimum number of persons determining the day-to-day policy of the branch 

office and the place from which they perform their activities; 

f. Section 3:46 with regard to consolidated supervision; 

g. Section 3:53(1) and (3) with regard to the minimum equity capital; 

h. Section 3:57(1) and (2) with regard to solvency; 

i. Section 3:63(1) and (2) with regard to liquidity; and 

j. Section 3:75 with regard to separate accounts, 

on the understanding that, for the purposes of (a) to (d) and (g) to (i), the phrase «a credit institution in the 

Netherlands» in the aforementioned sections must be read as: «the branch office in the Netherlands of a credit 

institution having its registered office in a non-Member State». 

2. The licence application shall contain the data to be specified by or pursuant to a Decree.

3. On application, the Dutch Central Bank may grant a full or partial dispensation from Subsection (1), opening 

words and under (c), (d), (g), (h) or (i), if the applicant demonstrates that it cannot reasonably comply with those 

provisions and that the objectives which the sections listed in Subsection (1) seek to achieve are achieved in 

other ways. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 2:22

1. On application, the Dutch Central Bank shall grant a licence as referred to in Section 2:20 to a credit institution 

which, in addition to conducting the business of a credit institution, intends also to provide investment services 

or perform investment activities, if the applicant, without prejudice to Section 2:21, demonstrates that it will 

comply with the provisions arising from: 

a. Section 4:14(2)(c) under 1° to 6° with regard to the operational structure; 

b. Section 4:87 with regard to taking adequate measures to protect clients’ rights; and 

c. Section 4:91a with regard to the rules applicable to the trading process and the settlement of transactions in 

a multilateral trading facility, if the applicant intends to operate a multilateral trading facility. 

2. The licence application shall contain the data to be specified by or pursuant to a Decree. 

Section 2:23

1. No party having its registered in a non-Member State may conduct the business of an electronic money 

institution by providing services to the Netherlands from a place of business in a non-Member State.

2. On application, the Dutch Central Bank may grant a dispensation from Subsection (1) if the applicant 

demonstrates that the interests which this part and Part 3, Prudential Supervision of Financial Enterprises, seek 

to protect are sufficiently protected in other ways.

2.2.2.4. Branch office and provision of services by financial institutions having their registered office in 

another Member State

Section 2:24

1. If the Dutch Central Bank receives a notification from a supervisory authority of another Member State of the 

intention of a financial institution having its registered office in another Member State to conduct its business 

from a branch office situated in the Netherlands or by providing services to the Netherlands, it shall, without 

delay, inform the financial institution involved of the receipt of this notification.

2. Within two months of receiving the notification regarding the intention to conduct the business from a branch 

office situated in the Netherlands, the Dutch Central Bank may inform the supervisory authority of the other 

Member State of the conditions which the financial institution must observe for reasons of public interest in 

conducting its business or performing financial services in the Netherlands. The Dutch Central Bank shall send 

a copy of this to the financial institution.

Section 2:25

1. A financial institution having its registered office in another Member State which has been issued by the 

supervisory authority of that Member State with a declaration on conducting its business that corresponds to 

the supervisory status certificate referred to in Section 3:110, and which intends to conduct its business from a 

branch office situated in the Netherlands, may start doing so two months after the date on which Dutch Central 

Bank received the notification referred to in Section 2:24(1) or immediately after receipt of the notification 

referred to in Section 2:24(2). 

2. The financial institution shall be permitted to perform the activities listed in Annex I, sections 2 to 14, to the 

Recast Banking Directive, unless the declaration referred to in Subsection (1) expressly provides otherwise or 

the notification referred to in Section 2:24(1) does not specify the performance of those activities. 

Section 2:26

A financial institution having its registered office in another Member State which has been issued by the supervisory 

authority of that Member State with a declaration on conducting its business that corresponds to the supervisory 

status certificate referred to in Section 3:110, and which conducts its business by providing services to the 

Netherlands, shall be permitted to perform the activities listed in Annex I, sections 2 to 14, to the Recast Banking 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Directive, unless the declaration issued in that Member State that corresponds to the supervisory status certificate 

referred to in Section 3:110 expressly provides otherwise, or it has failed to notify the supervisory authority of the 

Member State where it has its registered office of the activities which it intends to perform by providing services to 

the Netherlands. 

Part 2.2.2A. Conducting the business of a reinsurer

2.2.2A.1. Licensing obligation and requirements for reinsurers having their registered office in the 

Netherlands 

Section 2:26a 

1. No party having its registered office in the Netherlands may conduct the business of a reinsurer without a 

licence granted for that purpose by the Dutch Central Bank. 

2. The business of a reinsurer shall be subdivided into life reinsurance activities, funeral expenses and benefits in 

kind reinsurance activities and non-life reinsurance activities. 

3. Subsection (1) shall not apply to life insurers, funeral expenses and benefits in kind insurers or non-life insurers 

insofar as they conduct the business of a reinsurer in life reinsurance activities, funeral expenses and benefits 

in kind reinsurance activities or non-life reinsurance activities. 

Section 2:26b 

1. On application, the Dutch Central Bank shall grant a licence as referred to in Section 2:26a(1) if the applicant 

demonstrates that it will comply with the provisions arising from: 

a. Section 3:8 with regard to the expertise of the persons referred to in that section; 

b. Section 3:9 with regard to the properness of the persons referred to in that section; 

c. Section 3:10(1) and (2) with regard to the policy on the sound conduct of business; 

d. Section 3:15(1) and (2) with regard to the minimum number of persons determining the day-to-day policy 

and the place from where they perform their activities; 

e. Section 3:16(1) and (2) with regard to the control structure; 

f. Section 3:17(1) and (2) with regard to the operational structure; 

g. Section 3:19(1) with regard to the minimum number of members of the Supervisory Board; 

h. Section 3:20 with regard to the legal form; 

i. Section 3:53(1) to (4) with regard to the minimum equity capital; 

j. Section 3:57(1) to (4) with regard to solvency; and 

k. Section 3:70 with regard to the financial year. 

2. If the application relates to a reinsurer having its registered office in the Netherlands in which a qualified 

shareholding is owned, the Dutch Central Bank, without prejudice to Subsection (1), shall grant a licence if the 

owner of the qualified shareholding has applied for a declaration of no objection in accordance with Section 

3:95(2) and the Dutch Central Bank is of the opinion that the provisions arising from Sections 3:99 to 3:101 

regarding the declaration of no objection are complied with. 

3. If the application relates to a reinsurer having its registered office in the Netherlands in which a qualified 

shareholding is owned which is subject to Section 3:97, the Dutch Central Bank, without prejudice to 

Subsection (1) and in derogation from Subsection (2), shall grant a licence unless the holding might or would 

lead to an undesirable development in the financial sector or the Dutch Central Bank is of the opinion that one 

of the considerations referred to in Sections 3:100, opening words and under (a) or (b), or 3:101, opening words 

and under (a) or (b), forms an obstacle to the granting of a declaration of no objection. 

4. The licence application shall state the reinsurance activity, and shall contain the details to be specified by or 

pursuant to a Decree. 

5. On application, the Dutch Central Bank may grant a full or partial dispensation from Subsection (1), opening 

words and under (c), (d), (f), (g) or (k), if the applicant demonstrates that it cannot reasonably comply with those 

provisions and that the objectives which the sections listed in Subsection (1) seek to achieve are achieved in 

other ways. 

2.2.2A.2. Branch offices of and provision of services by reinsurers having their registered office in another 

Member State 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 2:26c 

1. A reinsurer having its registered office in another Member State may start conducting its business from a 

branch office situated in the Netherlands or by providing services to the Netherlands if it has been licensed for 

that purpose by the supervisory authority of that Member State. 

2. Section 1:107(2) shall not apply. 

2.2.2A.3. Branch offices and provision of services by reinsurers having their registered office in a nonMember State 

Section 2:26d 

1. No party having its registered office in a non-Member State may conduct the business of a reinsurer from a 

branch office situated in the Netherlands without a licence granted for that purpose by the Dutch Central Bank. 

2. The business of a reinsurer shall be subdivided into life reinsurance activities, funeral expenses and benefits in 

kind reinsurance activities and non-life reinsurance activities. 

3. Subsection (1) shall not apply to reinsurers having their registered office in a State to be designated by Our 

Minister in which the supervision of the conduct of the business of a reinsurer provides sufficient safeguards 

with regard to the interests which this Act seeks to protect. Further rules may be laid down by Decree as 

regards the designation of States. Our Minister may revoke the designation order. 

4. Subsection (1) shall not apply to: 

a. life insurers that hold a license as referred to in Section 2:40 to conduct the business of a life insurer from a 

branch office situated in the Netherlands, insofar as they conduct the business of a reinsurer in life 

reinsurance activities; 

b. funeral expenses and benefits in kind insurers having their registered office in a designated State or holding 

a license as referred to in Section 2:50 to conduct the business of a funeral expenses and benefits in kind 

insurer, insofar as they conduct the business of a reinsurer in funeral expenses and benefits in kind 

reinsurance activities; and 

c. non-life insurers that hold a license as referred to in Section 2:40 to conduct the business of a non-life 

insurer from a branch office situated in the Netherlands, insofar as they conduct the business of a reinsurer 

in non-life reinsurance activities. 

5. An order to designate a State as referred to in Subsection (3), and the revocation of such an order, shall be 

published in the Government Gazette. 

Section 2:26e 

1. On application, the Dutch Central Bank shall grant a licence as referred to in Section 2:26d(1), if the applicant 

demonstrates that, with regard to the branch office, it will comply with the provisions arising from: 

a. Section 3:8 with regard to the expertise of the persons referred to in that section; 

b. Section 3:9 with regard to the properness of the persons referred to in that section; 

c. Section 3:10(1) and (2) with regard to the policy on the sound conduct of business; 

d. Section 3:16(1) and (2) with regard to the control structure; 

e. Section 3:17(1) and (2) with regard to the operational structure; 

f. Section 3:53(1) to (4) with regard to the minimum equity capital; 

g. Section 3:57(1) to (4) with regard to solvency; and 

h. Section 3:70 with regard to the financial year, 

as well as that the applicant complies with Section 3:24, with regard to the legal personality, the authority to 

conduct the business of a reinsurer, and the exercise of that authority, on the understanding that, for the 

purposes of (a) to (h), the phrase «an insurer» in the sections referred to in those subsections must be read as: 

«the branch office in the Netherlands of a reinsurer having its registered office in a non-designated State». 

2. The licence application shall contain the details to be specified by or pursuant to a Decree. 

3. On application, the Dutch Central Bank may grant a full or partial dispensation from Subsection (1), opening 

words and under (c), (e) or (h), if the applicant demonstrates that it cannot reasonably comply with those 

provisions and that the objectives which the sections listed in Subsection (1) seek to achieve are achieved in 

other ways. 

Section 2:26f 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. No party having its registered office in a non-Member State may conduct the business of a reinsurer by 

providing services to the Netherlands from a place of business in a non-Member State, unless it has notified the 

Dutch Central Bank of its intention to do so and demonstrates that it will comply with the provisions arising from:

a. Section 3:24 with regard to the legal personality, the authority to conduct the business of a reinsurer and 

the exercise of that authority; and 

b. Section 3:57(1) to (4) with regard to solvency, on the understanding that, for the purposes of the present 

subsection, the phrase «an insurer having its registered office in the Netherlands» in that section must be 

read as: «a reinsurer having its registered office in a non-designated State». 

The reinsurer shall submit a declaration issued by the supervisory authority of the State where it has its 

registered office showing that it is authorized in that State to conduct the business of a reinsurer. 

2. The notification shall contain the data to be specified by or pursuant to a Decree.

3. The reinsurer may start conducting its business by providing services to the Netherlands after the notification 

referred to in Section 2:47 and after the declaration referred to in Subsection (1) has been issued.

4. The reinsurer referred to in Subsection (1) shall conduct its business by providing services to the Netherlands 

only in the activities regarding which it is authorized to do so in the State where it has its registered office.

5. Subsection (1) shall not apply to reinsurers conducting their business from a place of business in a State 

designated by Our Minister under Section 2:26d(3).

Section 2:26g 

1. A reinsurer having its registered office in a non-designated State may start conducting its business from a 

branch office situated in another Member State by providing services to the Netherlands, if it has been licensed 

by the supervisory authority of that Member State to conduct its business from that branch office.

2. A reinsurer having its registered office in a State designated by Our Minister under Section 2:26d(3) may start 

conducting its business from a branch office in another Member State by providing services to the Netherlands.

3. Section 1:107(2) shall not apply to reinsurers as referred to in Subsections (1) and (2).

Part 2.2.3. Conducting the business of a life insurer and non-life insurer

2.2.3.1. Licensing obligation and requirements for life insurers and non-life insurers having their registered 

office in the Netherlands

Section 2:27

1. No party having its registered office in the Netherlands may conduct the business of a life insurer or non-life 

insurer without a licence granted for that purpose by the Dutch Central Bank.

2. Within the business of a life insurer and the business of a non-life insurer, a distinction shall be made between 

the sectors listed in the Sectors Annex pertaining to this Act.

3. Where the prohibition on conducting the business of a life insurer is concerned, Subsection (1) shall not apply to 

financial enterprises that conduct only the business of a funeral expenses and benefits in kind insurer under a 

licence as referred to in Section 2:48(1).

Section 2:28 

1. A party licensed to conduct the business of a life insurer shall not be licensed to conduct the business of a nonlife insurer.

2. A party licensed to conduct the business of a non-life insurer shall not be licensed to conduct the business of a 

life insurer.

3. A party licensed to conduct the business of a reinsurer in life reinsurance activities or funeral expenses and 

benefits in kind reinsurance activities shall not be licensed to conduct the business of a non-life insurer.

4. A party licensed to conduct the business of a reinsurer in non-life reinsurance activities shall not be licensed to 

conduct the business of a life insurer or funeral expenses and benefits in kind insurer.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 2:29

1. A life insurer licensed to conduct the business of a life insurer in the Permanent Health Insurance sector shall 

not be eligible for a licence to conduct the business of a life insurer in another sector.

2. A life insurer licensed to conduct the business of a life insurer in a sector other than the Permanent Health 

Insurance sector shall not be eligible for a licence to conduct the business of a life insurer in the Permanent 

Health Insurance sector.

Section 2:30

Without prejudice to Section 2:31, the Dutch Central Bank shall only license a life insurer having its registered office 

in the Netherlands in respect of the Capitalisation Activities sector or the Group Pension Funds Management sector 

if the applicant is licensed in respect of the General Life Insurance sector and ensures and demonstrates that: 

a. it will perform the activities in the aforementioned Capitalisation Activities sector or the Group Pension Funds 

Management sector respectively to such an extent that these activities are of subordinate importance to its 

business as a whole; and 

b. in case of an application relating to the Group Pension Funds Management sector, it will comply with any 

other rules that can be laid down by or pursuant to a Decree. 

Section 2:31

1. On application, the Dutch Central Bank shall grant a licence as referred to in Section 2:27(1) if the applicant 

demonstrates that it will comply with the provisions arising from: 

a. Section 3:8 with regard to the expertise of the persons referred to in that section; 

b. Section 3:9 with regard to the properness of the persons referred to in that section; 

c. Section 3:10(1) and (2) with regard to the policy on the sound conduct of business; 

d. Section 3:15(1) and (2) with regard to the minimum number of persons determining the day-to-day policy 

and the place from which they perform their activities; 

e. Section 3:16(1) and (2) with regard to the control structure; 

f. Section 3:17(1) and (2) with regard to the operational structure; 

g. Section 3:19(1) with regard to the minimum number of members of the Supervisory Board; 

h. Section 3:20 with regard to the legal form; 

i. Section 3:53(1) to (4) with regard to the minimum equity capital; 

j. Section 3:57(1) to (4) with regard to solvency; and 

k. Section 3:70(1) with regard to the financial year. 

2. If the application relates to an insurer having its registered office in the Netherlands in which a qualified 

shareholding is owned, the Dutch Central Bank, without prejudice to Subsection (1), shall grant a licence if the 

owner of the qualified shareholding has applied for a declaration of no objection in accordance with Section 

3:95(2), and the Dutch Central Bank is of the opinion that the provisions arising from Sections 3:99 to 3:101 

regarding the declaration of no objection are complied with.

3. If the application relates to an insurer having its registered office in the Netherlands in which a qualified 

shareholding is owned which is subject to Section 3:97, the Dutch Central Bank, without prejudice to Subsection 

(1) and in derogation from Subsection (2), shall grant a licence unless the holding might or would lead to an 

undesirable development in the financial sector, or the Dutch Central Bank is of the opinion that one of the 

considerations referred to in Sections 3:100, opening words and under (a) or (b), or 3:101, opening words and 

under (a) or (b), forms an obstacle to the granting of a declaration of no objection.

4. The licence application shall state the sector or sectors for which the licence is requested and contain the data 

to be specified by or pursuant to a Decree.

5. On application, the Dutch Central Bank may grant a full or partial dispensation from Subsection (1), opening 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

words and under (c), (d), (f), (g) or (k), if the applicant demonstrates that it cannot reasonably comply with those 

provisions and that the objectives which the sections listed in Subsection (1) seek to achieve are achieved in other 

ways.

Section 2:32

1. On application, the Dutch Central Bank shall grant a licence to conduct the business of a non-life insurer in the 

Motor Vehicle Liability sector if the applicant, without prejudice to Section 2:31, demonstrates that it will comply 

with the provisions arising from: 

a. Section 4:70(1)(a) and (b) with regard to the obligations ensuing from the Motor Insurance Liability Act (Wet 

aansprakelijkheidsverzekering motorrijtuigen); and 

b. Section 4:70(2) with regard to the loss adjuster. 

2. The licence application shall contain the data to be specified by or pursuant to a Decree. 

Section 2:33

1. On application, the Dutch Central Bank shall grant a licence to conduct the business of a non-life insurer in the 

Legal Assistance sector if the applicant, without prejudice to Section 2:31, demonstrates that it will comply with 

the provisions of Section 4:65 relating to the preclusion of conflicts of interest.

2. The licence application shall contain the data to be specified by or pursuant to a Decree.

2.2.3.2. Branch office and provision of services by life insurers and non-life insurers having their registered 

office in another Member State

Section 2:34

1. If the Dutch Central Bank receives a notification from a supervisory authority of another Member State of the 

intention of a life insurer or non-life insurer having its registered office in another Member State to conduct its 

business from a branch office situated in the Netherlands or by providing services to the Netherlands, it shall, 

without delay, inform the life insurer or non-life insurer involved of the receipt of this notification.

2. Within two months of receiving the notification regarding the intention to conduct the business from a branch 

office, the Dutch Central Bank may inform the supervisory authority of the other Member State of the conditions 

which the life insurer or non-life insurer must observe for reasons of public interest in conducting its business in 

the Netherlands. The Dutch Central Bank shall send a copy of this to the life insurer or non-life insurer.

Section 2:35

A life insurer or non-life insurer having its registered office in another Member State that has been licensed to 

conduct its business by the supervisory authority of that Member State and intends to conduct its business from a 

branch office situated in the Netherlands, may start doing so two months after receiving the notification referred to 

in Section 2:34(1) or immediately after receiving the notification referred to in Section 2:34(2). 

Section 2:36

1. No party having its registered office in another Member State which, under the law of the Member State where it 

has its registered office, does not require a licence granted by the supervisory authority of that Member State to 

conduct the business of a life insurer or non-life insurer and has not obtained such a licence on a voluntary 

basis, may conduct the business of a life insurer or non-life insurer respectively from a branch office situated in 

the Netherlands without a licence granted for that purpose by the Dutch Central Bank.

2. No party having its registered office in another Member State which, under the law of the Member State where it 

has its registered office, does not require a licence granted by the supervisory authority of that Member State to 

conduct the business of a life insurer or non-life insurer and has not obtained such a licence on a voluntary 

basis, may conduct the business of a life insurer or non-life insurer respectively by providing services to the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Netherlands without a licence granted for that purpose by the Dutch Central Bank, unless it has informed the 

Dutch Central Bank of its intention to do so and demonstrates that it will comply with the provisions arising from:

a. Section 3:24 with regard to the legal personality, the authority to conduct the business of a life insurer or 

non-life insurer respectively and the exercise of that authority; and 

b. Section 3:57(1) to (4) with regard to solvency, on the understanding that, for the purposes of the present 

subsection, the phrase «an insurer having its registered office in the Netherlands» in that section must be 

read as: «an insurer having its registered office in a non-Member State». 

If rules have been laid down by or pursuant to a Decree under Section 3:57(2), the applicant shall also 

demonstrate that it will comply with those rules, insofar as that Decree provides this. 

3. The notification referred to in Subsection (2) shall contain the details to be specified by or pursuant to a Decree.

4. The insurer may start conducting its business from the branch office situated in the Netherlands two months after 

receiving the notification referred to in Section 2:34(1).

5. The insurer shall conduct its business by providing services to the Netherlands only in the sectors regarding 

which it is authorised to do so in the State where it has its registered office.

Section 2:37 

1. On application, the Dutch Central Bank shall grant a licence as referred to in Section 2:36(1) if the applicant 

demonstrates that it will comply with the provisions arising from:

a. Section 3:8 with regard to the expertise of the persons referred to in that section; 

b. Section 3:9 with regard to the properness of the persons referred to in that section; 

c. Section 3:10(1) and (2) with regard to the policy on the sound conduct of business; 

d. Section 3:17(1) and (2) with regard to the operational structure; 

e. Section 3:47(1) to (3) and (5) to (8) with regard to the representative of an insurer; 

f. Section 3:53(1) to (4) with regard to the minimum equity capital; 

g. Section 3:57(1) to (4) with regard to solvency; and 

h. Section 3:70(1) with regard to the financial year, 

as well as that the applicant will comply with Section 3:24, with regard to the legal personality, the authority 

to conduct the business of a life insurer or non-life insurer, and the exercise of that authority, on the 

understanding that, for the purposes of (a) to (d), (f) and (g) the phrase «an insurer having its registered 

office in the Netherlands» in the sections referred to in those subsections must be read as: «the branch 

office situated in the Netherlands of an insurer having its registered office in another Member State». 

2. The licence application shall contain the details to be specified by or pursuant to a Decree.

3. On application, the Dutch Central Bank may grant a full or partial dispensation from Subsection (1), opening 

words and under (c), (d), (e) or (h), if the applicant demonstrates that it cannot reasonably comply with those 

provisions and that the objectives which the sections listed in Subsection (1) seek to achieve are achieved in 

other ways.

Section 2:38

1. A life insurer or non-life insurer having its registered office in another Member State that has been licensed to 

conduct its business by the supervisory authority of that Member State and intends for the first time to conduct 

its business by providing services to the Netherlands from a place of business in another Member State, may 

start doing so after receiving the notification referred to in Section 2:34(1).

2. The insurer shall conduct its business by providing services to the Netherlands only in the sectors regarding 

which it is authorised to do so in the Member State where it has its registered office. 

3. In the case of Community co-insurance, Subsections (1) and (2) shall apply only to non-life insurers acting as 

the first non-life insurer. 

Section 2:39
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. A life insurer or non-life insurer having its registered office in another Member State that has been licensed to 

conduct its business by the supervisory authority of that Member State and intends for the first time to conduct 

its business by providing services to the Netherlands from a branch office situated in a non-Member State, shall, 

before commencing the provision of services, notify the Dutch Central Bank of such intention and provide the 

data to be specified by or pursuant to a Decree.

2. Having received a notification as referred to in Subsection (1), the Dutch Central Bank shall, without delay, 

confirm the receipt of this notification to the insurer that made the notification. The insurer may start conducting 

its business by providing services to the Netherlands after receiving the confirmation.

3. In the case of Community co-insurance, Subsections (1) and (2) shall apply only to non-life insurers acting as 

the first non-life insurer.

2.2.3.3. Branch office and provision of services by life insurers and non-life insurers having their registered 

office in a non-Member State

Section 2:40

1. No party having its registered office in a non-Member State may conduct the business of a life insurer or non-life 

insurer from a branch office in the Netherlands without a licence granted for that purpose by the Dutch Central 

Bank.

2. Within the business of a life insurer and the business of a non-life insurer, a distinction shall be made between 

the sectors listed in the Sectors Annex pertaining to this Act.

Section 2:41

1. On application, the Dutch Central Bank shall grant a licence as referred to in Section 02:40:00 if the applicant 

demonstrates that it will comply with the provisions arising from:

a. Section 3:8 with regard to the expertise of the persons referred to in that section; 

b. Section 3:9 with regard to the properness of the persons referred to in that section; 

c. Section 3:10(1) and (2) with regard to the policy on the sound conduct of business; 

d. Section 3:17(1) and (2) with regard to the operational structure; 

e. Section 3:47(1) to (3) and (5) to (8) with regard to the representative of an insurer; 

f. Section 3:53(1) to (4) with regard to the minimum equity capital; 

g. Section 3:57(1) to (4) with regard to solvency; and 

h. Section 3:70(1) with regard to the financial year, 

as well as that the applicant will comply with Section 3:24, with regard to the legal personality, the authority 

to conduct the business of a life insurer or non-life insurer, and the exercise of that authority, on the 

understanding that, for the purposes of (a) to (d), (f) and (g) the phrase «an insurer having its registered 

office in the Netherlands» in the sections referred to in those subsections must be read as: «the branch 

office situated in the Netherlands of an insurer having its registered office in a non-Member State». 

2. The licence application shall contain the details to be specified by or pursuant to a Decree.

3. On application, the Dutch Central Bank may grant a full or partial dispensation from Subsection (1), opening 

words and under (c), (d), (e) or (h), if the applicant demonstrates that it cannot reasonably comply with those 

provisions and that the objectives which the sections listed in Subsection (1) seek to achieve are achieved in 

other ways. 

Section 2:42

1. On application, the Dutch Central Bank shall grant a licence as referred to in Section 2:40 to an applicant that 

wishes to conduct its business in the Motor Vehicle Liability sector if the applicant, without prejudice to Section 

2:41, demonstrates that it will comply with the provisions arising from: 

a. Section 4:70(1)(a) and (b) with regard to the obligations ensuing from the Motor Insurance Liability Act; and 

b. Section 4:70(2) with regard to the loss adjuster. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2. The licence application shall contain the data to be specified by or pursuant to a Decree.

Section 2:43

1. On application, the Dutch Central Bank shall grant a licence as referred to in Section 2:40 to an applicant that 

wishes to conduct its business in the Legal Assistance sector if the applicant, without prejudice to Section 2:41, 

demonstrates that it will comply with the provisions of Section 4:65 relating to the preclusion of conflicts of 

interest.

2. The licence application shall contain the data to be specified by or pursuant to a Decree.

Section 2:44

1. A party conducting both the business of a non-life insurer and the business of a life insurer in a non-Member 

State shall only be eligible for a licence to conduct the business of a non-life insurer.

2. Subsection (1) shall not apply to insurers that conduct only the business of a life insurer from branch offices 

situated in the Netherlands since 15 March 1979.

Section 2:45

1. No party having its registered office in a non-Member State may conduct the business of a life insurer or non-life 

insurer by providing services to the Netherlands from a place of business in a non-Member State, unless it has 

notified the Dutch Central Bank of its intention to do so and demonstrates that it will comply with the provisions 

arising from: 

a. Section 3:24 with regard to the legal personality, the authority to conduct the business of a life insurer or 

non-life insurer respectively and the exercise of that authority; and 

b. Section 3:57(1) to (4) with regard to solvency, on the understanding that, for the purposes of the present 

subsection, the phrase «an insurer having its registered office in the Netherlands» in that section must be 

read as: «an insurer having its registered office in a non-Member State». 

2. The notification shall contain the data to be specified by or pursuant to a Decree.

3. The life insurer or non-life insurer may start conducting its business by providing services to the Netherlands after 

receiving the confirmation referred to in Section 2:47.

4. The life insurer or non-life insurer referred to in Subsection (1) shall conduct its business by providing services 

to the Netherlands only in the sectors regarding which it is authorised to do so in the State where it has its 

registered office.

Section 2:45a 

1. If the person referred to in Section 2:45(1) wants to operate in the Motor Vehicle Liability sector, this person 

shall also demonstrate that it will comply with the provisions arising from:

a. Section 4:70(1)(a) and (b) with regard to these obligations ensuing from the Motor Insurance Liability Act; 

b. Section 4:70(2) with regard to the loss adjuster; and 

c. Section 4:71(1)(e) with regard to the loss adjuster. 

2. Section 2:45(2) to (4) shall apply mutatis mutandis.

Section 2:46 

1. No party having its registered office in a non-Member State may conduct the business of a life insurer or non-life 

insurer by providing services to the Netherlands from a branch office in another Member State, unless it has 

notified the Dutch Central Bank of this.

2. The notification shall contain the data to be specified by or pursuant to a Decree.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

3. The life insurer or non-life insurer may start conducting its business by providing services to the Netherlands 

from the branch office after receiving the confirmation referred to in Section 2:47.

4. In the case of Community co-insurance, Subsections (1) and (2) shall apply only to non-life insurers acting as 

the first non-life insurer.

Article 2:47

Having received a notification as referred to in Sections 2:26f(1), 2:45(1), 2:46(1) or 2:54f(1), the Dutch Central 

Bank shall, without delay, confirm the receipt of this notification to the entity for risk acceptance, reinsurer, life 

insurer or non-life insurer that made the notification. 

Part 2.2.4. Conducting the business of a funeral expenses and benefits in kind insurer

2.2.4.1. Licensing obligation and requirements for funeral expenses and benefits in kind insurers having 

their registered office in the Netherlands

Section 2:48

1. No party having its registered office in the Netherlands may conduct the business of a funeral expenses and 

benefits in kind insurer without a licence granted for that purpose by the Dutch Central Bank.

2. Subsection (1) shall not apply to financial enterprises having their registered office in the Netherlands that have 

been licensed by the Dutch Central Bank under this part to conduct the business of a life insurer.

Section 2:49

1. On application, the Dutch Central Bank shall grant a licence as referred to in Section 2:48 if the applicant 

demonstrates that it will comply with the provisions arising from: 

a. Section 3:8 with regard to the expertise of the persons referred to in that section; 

b. Section 3:9 with regard to the properness of the persons referred to in that section; 

c. Section 3:10(1) and (2) with regard to the policy on the sound conduct of business; 

d. Section 3:15(1) and (2) with regard to the minimum number of persons determining the day-to-day policy 

and the place from which they perform their activities; 

e. Section 3:16(3) with regard to the control structure; 

f. Section 3:17(1) and (2) with regard to the operational structure; 

g. Section 3:19(1) with regard to the minimum number of members of the Supervisory Board; 

h. Section 3:20 with regard to the legal form; 

i. Section 3:53(1) to (4) with regard to the minimum equity capital; 

j. Section 3:57(1) to (4) with regard to solvency; and 

k. Section 3:70(1) with regard to the financial year. 

2. The licence application shall contain the data to be specified by or pursuant to a Decree.

3. On application, the Dutch Central Bank may grant a full or partial dispensation from Subsection (1), opening 

 words and under (c), (d), (f), (g) or (k), if the applicant demonstrates that it cannot reasonably comply with those 

 provisions and that the objectives which the sections listed in Subsection (1) seek to achieve are achieved in 

 other ways.

2.2.4.2. Licensing obligation and requirements for funeral expenses and benefits in kind insurers having 

their registered office outside the Netherlands

Section 2:50

1. No party having its registered office outside the Netherlands may conduct the business of a funeral expenses 

and benefits in kind insurer from a branch office situated in the Netherlands without a licence granted for that 

purpose by the Dutch Central Bank.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2. Subsection (1) shall not apply to funeral expenses and benefits in kind insurers having their registered office in a 

State to be designated by Our Minister in which the supervision of the conduct of the funeral expenses and 

benefits in kind insurance business provides sufficient safeguards with regard to the interests which this Act 

seeks to protect. Further rules may be laid down by Decree as regards the designation of States. Our Minister 

may revoke the designation order.

3. Subsection (1) shall not apply to life insurers holding a licence as referred to in Sections 2:36 or 2:40 in respect 

of the General Life Insurance sector.

Section 2:51

1. On application, the Dutch Central Bank shall grant a licence as referred to in Section 2:50 if the applicant 

demonstrates that it will comply with the provisions arising from:

a. Section 3:8 with regard to the expertise of the persons referred to in that section; 

b. Section 3:9 with regard to the properness of the persons referred to in that section; 

c. Section 3:10(1) and (2) with regard to the policy on the sound conduct of business; 

d. Section 3:17(1) and (2) with regard to the operational structure; 

e. Section 3:47(1) to (3) and (5) to (8) with regard to the representative of an insurer; 

f. Section 3:53(1) to (4) with regard to the minimum equity capital; 

g. Section 3:57(1) to (4) with regard to solvency; and 

h. Section 3:70(1) with regard to the financial year, 

as well as that the applicant will comply with Section 3:24, with regard to the legal personality, the authority 

to conduct the business of a funeral expenses and benefits in kind insurer and the exercise of that authority, 

on the understanding that, for the purposes of (a) to (d), (f) and (g) the phrase «an insurer having its 

registered office in the Netherlands» or the phrase «a life insurer having its registered office in the 

Netherlands or a non-life insurer having its registered office in the Netherlands»in the sections referred to in 

those subsections must be read as: «the branch office in the Netherlands of an insurer having its registered 

office in a non-Member State» or «the branch office in the Netherlands of a funeral expenses and benefits in 

kind insurer having its registered office in a non-Member State». 

2. The licence application shall contain the data to be specified by or pursuant to a Decree.

3. On application, the Dutch Central Bank may grant a full or partial dispensation from Subsection (1), opening 

 words and under (c) and (d) to (h), if the applicant demonstrates that it cannot reasonably comply with those 

 provisions and that the objectives which the sections listed in Subsection (1) seek to achieve are achieved in 

 other ways.

Section 2:52

1. No party having its registered office outside the Netherlands may conduct the business of a funeral expenses 

and benefits in kind insurer by providing services to the Netherlands, unless it has notified the Dutch Central 

Bank of its intention to do so.

2. Subsection (1) shall not apply to funeral expenses and benefits in kind insurers having their registered office in a 

State to be designated by Our Minister under Section 2:50.

3. Subsection (1) shall not apply to funeral expenses and benefits in kind insurers having their registered office in 

another Member State that have been licensed by the supervisory authority of that Member State to conduct the 

business of a funeral expenses and benefits in kind insurer.

4. Having received a notification as referred to in Subsection (1), the Dutch Central Bank shall, without delay, 

confirm the receipt of this notification to the financial enterprise that made the notification. 

Section 2:53

1. The notification referred to in Article 2:52(1) shall contain the data to be specified by or pursuant to a Decree.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2. The funeral expenses and benefits in kind insurer referred to in Section 2:52(1) may start providing services 

after receiving the confirmation referred to in Section 2:52(4) from the Dutch Central Bank. 

Section 2:54 

1. A funeral expenses and benefits in kind insurer as referred to in Section 2:50(2) or Section 2:52(2) that intends 

to conduct the business of a funeral expenses and benefits in kind insurer from a branch office situated in the 

Netherlands or by providing services to the Netherlands, shall notify the Dutch Central Bank of such intention. 

The funeral expenses and benefits in kind insurer shall submit a declaration issued by the supervisory authority 

of that designated State showing that it is authorized in that State to conduct the business of a funeral expenses 

and benefits in kind insurer. 

2. After the notification has been made and the declaration has been issued, the funeral expenses and benefits in 

kind insurer may start conducting the intended business by providing services to the Netherlands, unless the 

Dutch Central Bank announces that such intention is contrary to this Act. 

3. Having received a notification as referred to in Subsection (1), the Dutch Central Bank shall, without delay, 

confirm the receipt of this notification to the funeral expenses and benefits in kind insurer that made the 

notification.

4. Within two months of receiving the notification from the funeral expenses and benefits in kind insurer, the Dutch 

Central Bank may inform the funeral expenses and benefits in kind insurer of the conditions which the funeral 

expenses and benefits in kind insurer must observe for reasons of public interest in conducting its business 

from the branch office situated in the Netherlands.

Part 2.2.4A. Conducting the business of an entity for risk acceptance

2.2.4A.1. Licensing obligation and requirements for entities for risk acceptance having their registered 

office in the Netherlands 

Section 2:54a 

1. No party having its registered office in the Netherlands may conduct the activities of an entity for risk 

acceptance without a licence granted for that purpose by the Dutch Central Bank. 

2. A license as referred to in Subsection (1) shall state the type of reinsurance activities for which the license is 

granted. 

Section 2:54b 

1. On application, the Dutch Central Bank shall grant a licence as referred to in Section 2:54a(1) if the applicant 

demonstrates that it will comply with the provisions arising from: 

a. Section 3:8 with regard to the expertise of the persons referred to in that section; 

b. Section 3:9 with regard to the properness of the persons referred to in that section; 

c. Section 3:10(1) and (2) with regard to the policy on the sound conduct of business; 

d. Section 3:16(1) and (2) with regard to the control structure; 

e. Section 3:17(1) and (2) with regard to the operational structure; 

f. Section 3:19(1) with regard to the minimum number of members of the Supervisory Board; 

g. Section 3:53(1) to (4) with regard to the minimum equity capital; 

h. Section 3:57(1) to (4) with regard to solvency; and 

i. Section 3:70(1) with regard to the financial year. 

2. If the application relates to an entity for risk acceptance having its registered office in the Netherlands in which 

a qualified shareholding is owned, the Dutch Central Bank, without prejudice to Subsection (1), shall grant a 

licence if the owner of the qualified shareholding has applied for a declaration of no objection in accordance 

with Section 3:95(2), and the Dutch Central Bank is of the opinion that the provisions arising from Sections 3:99 

to 3:101 regarding the declaration of no objection are complied with. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

3. The licence application shall state the reinsurance activity, and shall contain the details to be specified by or 

pursuant to a Decree. 

4. On application, the Dutch Central Bank may grant a full or partial dispensation from Subsection (1), opening 

words and under (c), (e), (f), (h) or (i), if the applicant demonstrates that it cannot reasonably comply with those 

provisions and that the objectives which the sections listed in Subsection (1) seek to achieve are achieved in 

other ways. 

2.2.4A.2. Branch offices of and provision of services by entities for risk acceptance having their registered 

office in another Member State 

Section 2:54c 

1. An entity for risk acceptance having its registered office in another Member State may start conducting its 

activities from a branch office situated in the Netherlands or by providing services to the Netherlands if it has 

been licensed for that purpose by the supervisory authority of that Member State. 

2. Section 1:107(2) shall not apply. 

2.2.4A.3. Branch offices of and provision of services by entities for risk acceptance having their registered 

office in a non-Member State 

Section 2:54d 

1. No party having its registered office in a non-Member State may conduct the activities of an entity for risk 

acceptance from a branch office situated in the Netherlands without a licence granted for that purpose by the 

Dutch Central Bank. 

2. Subsection (1) shall not apply to entities for risk acceptance having their registered office in a non-Member 

State to be designated by Our Minister in which the supervision of the conduct of activities of an entity for risk 

acceptance provides sufficient safeguards with regard to the interests which this Act seeks to protect. Further 

rules may be laid down by Decree as regards the designation of States. Our Minister may revoke the 

designation order. 

3. An order to designate a State as referred to in Subsection (2) and the revocation of such an order shall be 

published in the Government Gazette. 

Section 2:54e 

1. On application, the Dutch Central Bank shall grant a licence as referred to in Section 2:54d(1), if the applicant 

demonstrates that, with regard to the branch office, it will comply with the provisions arising from: 

a. Section 3:8 with regard to the expertise of the persons referred to in that section; 

b. Section 3:9 with regard to the properness of the persons referred to in that section; 

c. Section 3:10(1) and (2) with regard to the policy on the sound conduct of business; 

d. Section 3:16(1) and (2) with regard to the control structure; 

e. Section 3:17(1) and (2) with regard to the operational structure; 

f. Section 3:53(1) to (4) with regard to the minimum equity capital; 

g. Section 3:57(1) to (4) with regard to solvency; and 

h. Section 3:70(1) with regard to the financial year, 

as well as that the applicant complies with Section 3:24, with regard to the legal personality, the authority to 

conduct the activities of an entity for risk acceptance, and the exercise of that authority, on the understanding 

that, for the purposes of (a) to (h), the phrase «an insurer having its registered office in the Netherlands» in the 

sections referred to in those subsections must be read as: «the branch office in the Netherlands of an entity for 

risk acceptance having its registered office in a non-designated State». 

2. The licence application shall contain the details to be specified by or pursuant to a Decree. 

3. On application, the Dutch Central Bank may grant a full or partial dispensation from Subsection (1), opening 

words and under (c), (e), (g) or (h), if the applicant demonstrates that it cannot reasonably comply with those 

provisions and that the objectives which the sections listed in Subsection (1) seek to achieve are achieved in 

other ways. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 2:54f 

1. No party having its registered office in a non-designated State may conduct the business of an entity for risk 

acceptance by providing services to the Netherlands, unless it has notified the Dutch Central Bank of its 

intention to do so and demonstrates that it will comply with the provisions arising from: 

a. Section 3:24 with regard to the legal personality, the authority to conduct the business of an entity for risk 

acceptance and the exercise of that authority; and 

b. Section 3:57(1) to (4) with regard to solvency, on the understanding that, for the purposes of the present 

subsection, the phrase «an insurer having its registered office in the Netherlands» in that section must be 

read as: «an entity for risk acceptance having its registered office in a non-designated State». 

The entity for risk acceptance shall submit a declaration issued by the supervisory authority of that nondesignated State showing that it is authorized in that State to conduct the activities of an entity for risk 

acceptance. 

2. The notification shall contain the data to be specified by or pursuant to a Decree. 

3. The entity for risk acceptance may start conducting its business by providing services to the Netherlands after 

the notification referred to in Section 2:47, and after the declaration referred to in Subsection (1) has been 

issued. 

4. The entity for risk acceptance referred to in Subsection (1) shall conduct its business by providing services to 

the Netherlands only in the activities regarding which it is authorized to do so in the State where it has its 

registered office. 

Part 2.2.5. Offering investment objects

2.2.5.1. Licensing obligation and requirements

Section 2:55

1. No party may offer investment objects in the Netherlands without a licence granted for that purpose by the 

Authority for the Financial Markets.

2. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a 

dispensation from Subsection (1) if the applicant demonstrates that the interests which this part and Part 4, 

Conduct of Business Supervision of Financial Enterprises, seek to protect are sufficiently protected in other 

ways.

3. Subsection (1) shall not apply to offering investment objects, insofar as it concerns contracts which were 

concluded before 1 January 2007 with regard to investment objects which were not an investment object at that 

time as referred to in Section 1(d) of the Financial Services Act or, pursuant to Subsection (m), under 8°, of that 

Section, were designated as a financial product.

Section 2:56

Section 2:55(1) shall not apply to financial enterprises which: 

a. have been licensed by the Dutch Central Bank under this part to conduct the business of an insurer, insofar 

as they are permitted under that licence to offer investment objects; 

b. have been issued with a supervisory status certificate by the Dutch Central Bank under Part 3, Prudential 

Supervision of Financial Enterprises, insofar as they are permitted under that certificate to offer investment 

objects; or 

c. have been licensed by the Dutch Central Bank under this part to conduct the business of a bank. 

Section 2:57

Section 2:55(1) shall not apply to financial enterprises having their registered office in another Member State which: 

a. conduct the business of a bank from a branch office situated in the Netherlands or by providing services to 

the Netherlands, insofar as they are permitted under Part 2.2.2 to offer investment objects; 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

b. conduct the business of a financial institution from a branch office situated in the Netherlands or by 

providing services to the Netherlands, insofar as they are permitted under Part 2.2.2 to offer investment 

objects; or 

c. conduct the business of an entity for risk acceptance or insurer from a branch office situated in the 

Netherlands or by providing services to the Netherlands, insofar as they are permitted under Parts 2.2.2A, 

2.2.3, 2.2.4 or 2.2.4A to offer investment objects. 

Section 2:58

1. On application, the Authority for the Financial Markets shall grant a licence as referred to in Section 2:55(1) if 

the applicant demonstrates that it will comply with the provisions arising from:

a. Section 4:9(1) to (3) with regard to the expertise and professional competence of the persons referred to in 

that section; 

b. Section 4:10 with regard to the properness of the persons referred to in that section; 

c. Section 4:11(2) and (3) with regard to the policy on the sound conduct of business; 

d. Section 4:13 with regard to the control structure; and 

e. Section 4:15(1) and (2) with regard to the operational structure. 

2. The licence application shall contain the data to be specified by or pursuant to a Decree.

3. On application, the Authority for the Financial Markets may grant a full or partial dispensation from the 

provisions referred to in Subsection (1), opening words and under (a), with regard to Section 4:9(2) and (3), (c), 

with regard to Section 4:11(3), or (e), with regard to Section 4:15(2), if the applicant demonstrates that it cannot 

reasonably comply with those provisions and that the objectives which the sections listed in Subsection (1) seek 

to achieve are achieved in other ways.

2.2.5.2. Exemption

Section 2:59

1. An exemption from Section 2:55(1) may be granted by ministerial regulation.

2. A full or partial exemption from Section 2:58(1) may be granted by ministerial regulation.

Part 2.2.6. Offering credit

2.2.6.1. Licensing obligation and requirements

Section 2:60

1. No party may offer credit in the Netherlands without a licence granted for that purpose by the Authority for the 

Financial Markets.

2. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a 

dispensation from Subsection (1) if the applicant demonstrates that the interests which this part and Part 4, 

Conduct of Business Supervision of Financial Enterprises, seek to protect are sufficiently protected in other 

ways.

Section 2:61

1. Section 2:60(1) shall not apply to financial enterprises which: 

a. have been licensed by the Dutch Central Bank under this part to conduct the business of an insurer, insofar 

as they are permitted under that licence to offer credit; 

b. have been issued with a supervisory status certificate by the Dutch Central Bank under Part 3, Prudential 

Supervision of Financial Enterprises, insofar as they are permitted under that certificate to offer credit; or 

c. have been licensed by the Dutch Central Bank under this part to conduct the business of a bank. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2. Section 2:60(1) shall not apply to municipal credit banks regarding which the provisions of Section 4:37(1) and 

(2) are complied with. 

Section 2:62

Section 2:60(1) shall not apply to financial enterprises having their registered office in another Member State which: 

a. conduct the business of a bank from a branch office situated in the Netherlands or by providing services to 

the Netherlands, insofar as they are permitted under Part 2.2.2 to offer credit; 

b. conduct the business of a financial institution from a branch office situated in the Netherlands or by providing 

services to the Netherlands, insofar as they are permitted under Part 2.2.2 to offer credit; 

c. conduct the business of an entity for risk acceptance or insurer from a branch office situated in the 

Netherlands or by providing services to the Netherlands, insofar as they are permitted under Parts 2.2.2A, 

2.2.3, 2.2.4 or 2.2.4A to offer credit. 

Section 2:63

1. On application, the Authority for the Financial Markets shall grant a licence as referred to in Section 2:60(1) if 

the applicant demonstrates that it will comply with the provisions arising from: 

a. Section 4:9(1) to (3) with regard to the expertise and professional competence of the persons referred to in 

that section; 

b. Section 4:10 with regard to the properness of the persons referred to in that section; 

c. Section 4:11(2) and (3) with regard to the policy on the sound conduct of business; 

d. Section 4:13 with regard to the control structure; and 

e. Section 4:15(1) and (2) with regard to the operational structure. 

2. The licence application shall contain the data to be specified by or pursuant to a Decree.

3. On application, the Authority for the Financial Markets may grant a full or partial dispensation from the 

provisions referred to in Subsection (1), opening words and under (a), with regard to Section 4:9(2) and (3), (c), 

with regard to Section 4:11(3), or (e), with regard to Section 4:15(2), if the applicant demonstrates that it cannot 

reasonably comply with those provisions and that the objectives which the sections listed in Subsection (1) seek 

to achieve are achieved in other ways.

2.2.6.2. Exemption

Section 2:64

1. An exemption from Section 2:60(1) may be granted by ministerial regulation.

2. A full or partial exemption from Section 2:63(1) may be granted by ministerial regulation.

Part 2.2.7. Offering units in collective investment schemes

2.2.7.1. Licensing obligation and requirements

Section 2:65

1. No party may offer units in a collective investment scheme in the Netherlands: 

a. if the management company of the collective investment scheme has not been licensed by the Authority for 

the Financial Markets to manage collective investment schemes; or 

b. where it concerns an investment company without a separate management company, if the investment 

company has not been licensed by the Authority for the Financial Markets. 

2. Without prejudice to Subsection (1), opening words and (a), no party may offer in the Netherlands units in an 

enterprise for collective investment in transferable securities that is an investment company if the management 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

company has not been licensed in respect of that investment company by the Authority for the Financial 

Markets. 

3. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from Subsection (1) if the applicant demonstrates that the interests which this part and Part 

4, Conduct of Business Supervision of Financial Enterprises, seek to protect are sufficiently protected in other 

ways.

Section 2:66

1. Section 2:65(1) shall not apply to offering units in a collective investment scheme having its registered office in a 

State to be designated by Our Minister in which the supervision of collective investment schemes provides 

sufficient safeguards with regard to the interests which this Act seeks to protect, provided that Section 2:73 is 

complied with. Further rules may be laid down by Decree as regards the designation of States. Our Minister 

may revoke the designation order.

2. An order to designate a State as referred to in Subsection (1) and the revocation of such an order shall be 

published in the Government Gazette.

3. Section 2:65(1) and (2) shall not apply to offering units in an enterprise for collective investment in transferable 

securities having its registered office in another Member State, provided that Section 2:71 or Section 2:72 are 

complied with.

Section 2:67

1. On application, the Authority for the Financial Markets shall grant a licence as referred to in Section 2:65(1), 

opening words and under (a) if the applicant demonstrates that, with regard to the management company and, 

where applicable, the depositaries associated with the collective investment schemes which the management 

company intends to manage, it will comply with the provisions arising from: 

a. Section 4:9(1) with regard to the expertise of the persons referred to in that section; 

b. Section 4:10 with regard to the properness of the persons referred to in that section; 

c. Section 4:11(1) and (3) with regard to the policy on the sound conduct of business; 

d. Section 4:13 with regard to the control structure; 

e. Section 4:14(1) and (2) with regard to the operational structure; 

f. Section 4:39 with regard to the minimum number of persons determining the day-to-day policy and Section 

4:40 with regard to the place from which they perform their activities; 

g. Section 4:42 with regard to the management company taking measures to protect unit holders’ rights; 

h. Section 4:43 with regard to the contracts to be concluded between the management company and the 

depositaries; 

i. Section 4:44(1) with regard to the legal form and the object of the depositaries according to their articles of 

association; 

j. Section 4:44(2) with regard to the safekeeping of the assets of a common fund by a depositary that acts as 

depositary exclusively for the common fund concerned; 

k. Section 4:48 with regard to the registration document referred to in that section; and 

l. Section 3:53(1) and (3) with regard to the minimum equity capital. 

m. Section 3:63(1) and (2) with regard to liquidity. 

2. An applicant for a licence as referred to in Subsection (1) which intends to manage enterprises for collective 

investment in transferable securities shall, in addition to Subsection (1), also demonstrate that it will comply with 

the provisions arising from: 

a. Section 4:43 with regard to the contracts to be concluded between the management company and 

depositaries; 

b. Section 4:56 with regard to the safekeeping of the assets by depositaries; 

c. Section 4:57 with regard to the depositaries’ registered office; 

d. Section 4:59(1) with regard to the management company’s registered office; 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

e. Section 4:59(2) with regard to the management company’s activities; 

f. Section 3:53(1) and (3) with regard to the minimum equity capital; and 

g. Section 3:57(1) and (2) with regard to solvency. 

h. Section 3:63(1) and (2) with regard to liquidity. 

3. If a qualifying holding as referred to in Section 3:95 is owned in the management company, the Authority for the 

Financial Markets, without prejudice to Subsections (1) and (2), shall grant a licence if the owner of the 

qualifying holding in the management company complies with Section 3:95(2), and the Dutch Central Bank is of 

the opinion that the provisions arising from Sections 3:99 to 3:101 regarding the declaration of no objection are 

complied with.

4. The licence application shall contain the data to be specified by or pursuant to a Decree.

5. On application, the Authority for the Financial Markets may grant a full or partial dispensation from the 

provisions referred to in Subsection (1), opening words and under (c), with regard to Section 4:11(3), (e), with 

regard to Section 4:14(2), (j), (l) or (m), if the applicant demonstrates that it cannot reasonably comply with 

those provisions and that the objectives which the sections listed in Subsection (1) seek to achieve are achieved 

in other ways.

Section 2:68

1. On application, the Authority for the Financial Markets shall grant a licence as referred to in Section 2:65(1), 

opening words and under (b) if the applicant demonstrates that, with regard to the investment company and, 

where applicable, the depositary associated with that investment company, it will comply with the provisions 

arising from: 

a. Section 4:9(1) with regard to the expertise of the persons referred to in that section; 

b. Section 4:10 with regard to the properness of the persons referred to in that section; 

c. Section 4:11(1) and (3) with regard to the policy on the sound conduct of business; 

d. Section 4:13 with regard to the control structure; 

e. Section 4:14(1) and (2) with regard to the operational structure; 

f. Section 4:39 with regard to the minimum number of persons determining the day-to-day policy and Section 

4:40 with regard to the place from which they perform their activities; 

g. Section 4:43 with regard to the contract to be concluded between the investment company and the 

depositary; 

h. Section 4:44(1) with regard to the legal form and the object of the depositary according to its articles of 

association; 

i. Section 4:48 with regard to the registration document referred to in that section; and 

j. Section 3:53(1) and (3) with regard to the minimum equity capital. 

k. Section 3:63(1) and (2) with regard to liquidity. 

2. An applicant for a licence as referred to in Subsection (1) in respect of an enterprise for collective investment in 

transferable securities shall, in addition to Subsection (1), also demonstrate that, with regard to the investment 

company and, where applicable, the depositary associated with that investment company it will comply with the 

provisions arising from: 

a. Section 4:43 with regard to the contract to be concluded between the investment company and the 

depositary; 

b. Section 4:56 with regard to the safekeeping of the assets by a depositary; 

c. Section 4:57 with regard to the depositary’s registered office; 

d. Section 4:59(1) with regard to the investment company’s object according to its articles of association; 

e. Section 4:60(2) with regard to the unrestricted offering of the units in the Netherlands and the repurchase of 

or repayment on those units at a unit holder’s request; 

f. Section 4:60(3) with regard to the investment company’s registered office; 

g. Section 4:60(4) with regard to the investment company’s activities; and 

h. Section 3:53(1) and (3) with regard to the minimum equity capital. 

i. Section 3:63(1) and (2) with regard to liquidity. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

3. The licence application shall contain the data to be specified by or pursuant to a Decree. 

4. On application, the Authority for the Financial Markets may grant a full or partial dispensation from the 

provisions referred to in Subsection (1), opening words and under (c), with regard to Section 4:11(3), (e), with 

regard to Section 4:14(2), (j), or (k), if the applicant demonstrates that it cannot reasonably comply with those 

provisions and that the objectives which the sections listed in Subsection (1) seek to achieve are achieved in 

other ways. 

Section 2:69

1. On application, the Authority for the Financial Markets shall grant a licence as referred to in Section 2:65(2) if 

the applicant demonstrates that, with regard to the investment company and, where applicable, the depositary 

associated with that investment company, it will comply with the provisions arising from: 

a. Section 4:13 with regard to the control structure; 

b. Section 4:40 with regard to the place from which the persons determining the day-to-day policy of the 

investment company perform their activities; 

c. Section 4:44(1) with regard to the legal form and the object of the depositary according to its articles of 

association; 

d. Section 4:56 with regard to the safekeeping of the assets by the depositary; 

e. Section 4:57 with regard to the depositary’s registered office; 

f. Section 4:60(1) with regard to the investment company’s object according to its articles of association; 

g. Section 4:60(2) with regard to the unrestricted offering of the units in the Netherlands and the repurchase of 

or repayment on those units at a unit holder’s request; 

h. Section 4:60(3) with regard to the investment company’s registered office; and 

i. Section 4:60(4) with regard to the investment company’s activities. 

2. The licence application shall contain the data to be specified by or pursuant to a Decree. 

2.2.7.2. Branch office and provision of services

Section 2:70

1. If the Authority for the Financial Markets receives a notification from a supervisory authority of another Member 

State of the intention of a management company to offer units in an enterprise for collective investment in 

transferable securities under its management that has its registered office in another Member State from a 

branch office situated in the Netherlands, it shall, without delay, inform the management company involved of 

the receipt of this notification.

2. Within two months of receiving the notification referred to in Subsection (1), the Authority for the Financial 

Markets may inform the supervisory authority of the other Member State of the conditions which the 

management company must observe for reasons of public interest in performing services in the Netherlands. 

The Authority for the Financial Markets shall send a copy of this to the management company.

Section 2:71

1. A management company may start offering units in an enterprise for collective investment in transferable 

securities under its management that has its registered office in another Member State for the first time from a 

branch office situated in the Netherlands, two months after the notification from the supervisory authority 

referred to in Section 2:70(1), or immediately after receiving the notification referred to in Section 2:70(2) if 

Section 2:72 is also complied with.

2. Subsection (1) shall not apply to management companies that comply with Section 2:101(1).

Section 2:72

1. A management company that intends to offer in the Netherlands units in an enterprise for collective investment 

in transferable securities under its management that has its registered office in another Member State shall 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

notify the Authority for the Financial Markets of this intention. 

2. Together with the notification, the management company shall submit: 

a. a statement from the supervisory authority of the other Member State to the effect that the collective 

investment scheme satisfies the conditions of the UCITS Directive; 

b. the articles or regulations of the collective investment scheme; 

c. the prospectus of the collective investment scheme; 

d. the simplified prospectus of the collective investment scheme; 

e. data regarding the proposed methods of providing information and trading, and regarding payments on as 

well as the repurchase of or repayment on units in the Netherlands; and 

f. where appropriate, the latest annual accounts and half-yearly figures of the collective investment scheme. 

3. The management company may start offering the units in the Netherlands two months after the notification 

referred to in Subsection (1), unless the Authority for the Financial Markets has informed the management 

company before the expiry of those two months that: 

a. the intention referred to in Subsection (1) is inconsistent with applicable Dutch statutory provisions; or 

b. the proposed trading method is contrary to statutory regulations relating to the area not covered by the 

UCITS Directive. 

Section 2:73

1. A collective investment scheme having its registered office in a designated State as referred to in Section 

2:66(1) that intends to offer units in the Netherlands shall notify the Authority for the Financial Markets of this 

intention and thereby submit a supervisory status certificate issued by the supervisory authority of that 

designated State.

2. Eight weeks after the notification referred to in Subsection (1), the collective investment scheme may start 

offering units in the Netherlands, unless the Authority for the Financial Markets has announced before the expiry 

of those eight weeks that the intention or the proposed trading method is inconsistent with applicable Dutch 

statutory provisions.

2.2.7.3. Exemption

Section 2:74

An exemption from Section 2:65(1) may be granted by ministerial regulation. 

Part 2.2.8. Performing advisory services in respect of financial products other than financial instruments 

2.2.8.1. Licensing obligation and requirements 

Section 2:75

1. No party may perform advisory services in the Netherlands in respect of financial products other than financial 

instruments without a licence granted for that purpose by the Authority for the Financial Markets.

2. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a 

dispensation from Subsection (1) if the applicant demonstrates that the interests which this part and Part 4, 

Conduct of Business Supervision of Financial Enterprises, seek to protect are sufficiently protected in other 

ways.

Section 2:76

1. Section 2:75(1) shall not apply to financial enterprises which: 

a. have been licensed by the Dutch Central Bank under this part to conduct the business of an insurer, insofar 

as they are permitted under that licence to perform advisory services; 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

b. have been issued with a supervisory status certificate by the Dutch Central Bank under Part 3, Prudential 

Supervision of Financial Enterprises, to conduct the business of a financial institution, insofar as they are 

permitted under that certificate to perform advisory services; 

c. have been licensed by the Dutch Central Bank under this part to conduct the business of a bank; or 

d. have been licensed by the Dutch Central Bank under this part to conduct the business of an electronic 

money institution, insofar as they are permitted under that licence to perform advisory services. 

2. Section 2:75(1) shall not apply to financial enterprises which have been licensed by the Netherlands Authority 

for the Financial Markets to perform financial services other than advisory services as referred to in this part, 

where it concerns advice on a financial product covered by that licence.

3. Section 2:75(1) shall not apply to municipal credit banks regarding which the provisions of Section 4:37(1) and 

(2) are complied with, where it concerns advice on the credit provided by the municipal credit bank itself.

4. Section 2:75(1) shall not apply to intermediaries as referred to in Section 2:81(2), where it concerns advice on 

financial products for which they act as tied intermediaries.

5. Section 2:75(1) shall not apply to intermediaries holding a dispensation as referred to in Section 2:80(2), where 

it concerns advice on a financial product covered by that dispensation.

Section 2:77

1. Section 2:75(1) shall not apply to financial enterprises having their registered office in another Member State 

which: 

a. conduct the business of a bank from a branch office situated in the Netherlands or by providing services to 

the Netherlands, insofar as they are permitted under Part 2.2.2 to perform advisory services; 

b. conduct the business of a financial institution from a branch office situated in the Netherlands or by providing 

services to the Netherlands, insofar as they are permitted under Part 2.2.2 to perform advisory services; 

c. conduct the business of an entity for risk acceptance or insurer from a branch office situated in the 

Netherlands or by providing services to the Netherlands, insofar as they are permitted under Parts 2.2.2A, 

2.2.3, 2.2.4 or 2.2.4A to perform advisory services; or 

d. conduct the business of an electronic money institution from a branch office situated in the Netherlands or 

by providing services to the Netherlands, insofar as they are permitted under Part 2.2.2 to perform advisory 

services. 

2. Section 2:75(1) shall not apply to insurance intermediaries or reinsurance intermediaries that are registered in 

another Member State within the meaning of Article 3 of the Insurance Mediation Directive and that are 

permitted under Article 3(5) of that directive to provide their financial services in the Netherlands, insofar as 

Section 2:84(2) and Section 2:90(2) are complied with. 

Section 2:78

1. On application, the Authority for the Financial Markets shall grant a licence as referred to in Section 2:75(1) if 

the applicant demonstrates that it will comply with the provisions arising from: 

a. Section 4:9(1) to (3) with regard to the expertise and professional competence of the persons referred to in 

that section; 

b. Section 4:10 with regard to the properness of the persons referred to in that section; 

c. Section 4:11(2) and (3) with regard to the policy on the sound conduct of business; 

d. Section 4:13 with regard to the control structure; and 

e. Section 4:15(1) and (2) with regard to the operational structure. 

2. The licence application shall contain the data to be specified by or pursuant to a Decree.

3. On application, the Authority for the Financial Markets may grant a full or partial dispensation from the 

provisions referred to in Subsection (1), opening words and under (a), with regard to Section 4:9(2) and (3), (c), 

with regard to Section 4:11(3), or (e), with regard to Section 4:15(2), if the applicant demonstrates that it cannot 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

reasonably comply with those provisions and that the objectives which the sections listed in Subsection (1) 

seek to achieve are achieved in other ways. 

2.2.8.2. Exemption

Section 2:79

1. An exemption from Section 2:75(1) may be granted by ministerial regulation.

2. A full or partial exemption from Section 2:78(1) may be granted by ministerial regulation.

Part 2.2.9. Performing brokerage services

2.2.9.1. Licensing obligation and requirements

Section 2:80

1. No party may perform brokerage services in the Netherlands without a licence granted for that purpose by the 

Authority for the Financial Markets.

2. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a 

dispensation from Subsection (1) if the applicant demonstrates that the interests which this part and Part 4, 

Conduct of Business Supervision of Financial Enterprises, seek to protect are sufficiently protected in other 

ways.

3. On application, the Authority for the Financial Markets may grant a dispensation from Subsection (1) to:

a. a person who ran a joint household on a long-term basis with a deceased broker until the latter’s death; or 

b. a child of a deceased broker not forming part of the household, 

if the business of the deceased broker is continued and the interests which this part and Part 4, Conduct of 

Business Supervision of Financial Enterprises, seek to protect are sufficiently protected in other ways. 

4. The dispensation referred to in Subsection (3) may be granted with retroactive effect to the date of death. The 

dispensation shall be granted for no more than one year and may be extended no more than twice by a period 

of one year. 

Section 2:81

1. Section 2:80(1) shall not apply to financial enterprises which: 

a. have been licensed by the Dutch Central Bank under this part to conduct the business of an insurer, insofar 

as they are permitted under that licence to perform brokerage services; or 

b. have been issued with a supervisory status certificate by the Dutch Central Bank under Part 3, Prudential 

Supervision of Financial Enterprises, to conduct the business of a financial institution, insofar as they are 

permitted under that certificate to perform brokerage services; 

c. have been licensed by the Dutch Central Bank under this part to conduct the business of a bank. 

2. Section 2:80(1) shall not apply to brokerage services provided by intermediaries that perform brokerage 

services for an offeror, or, where it does not concern mutually competitive financial products, various offerors 

and that, where it concerns the provision of insurance brokerage services, perform these services in the name 

and for the account of the offeror or offerors without thereby collecting premiums or amounts intended for the 

client, if the offerors for which the intermediaries provide brokerage services: 

a. are fully responsible for the intermediaries, in the sense that they ensure that the intermediaries comply with 

this Act; and 

b. have reported the intermediaries concerned as tied intermediaries to the Authority for the Financial Markets. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

3. An offeror that is no longer responsible for a broker as referred to in Subsection 1(a) shall notify the Authority for 

the Financial Markets and the broker concerned of this.

4. Rules shall be laid down by or pursuant to a Decree as regards the manner in which the broker will be reported 

as referred to in Subsection (2)(b) and the data to be provided and documents to be submitted on that occasion.

Section 2:82

1. Section 2:80(1) shall not apply to financial enterprises having their registered office in another Member State 

which: 

a. conduct the business of a bank from a branch office situated in the Netherlands or by providing services to 

the Netherlands, insofar as they are permitted under Part 2.2.2 to perform brokerage services; 

b. conduct the business of a financial institution from a branch office situated in the Netherlands or by providing 

services to the Netherlands, insofar as they are permitted under Part 2.2.2 to perform brokerage services; 

c. conduct the business of an entity for risk acceptance or insurer from a branch office situated in the 

Netherlands or by providing services to the Netherlands, insofar as they are permitted under Parts 2.2.2A, 

2.2.3, 2.2.4 or 2.2.4A to perform brokerage services. 

2. Section 2:80(1) shall not apply to insurance intermediaries that are registered in another Member State within 

the meaning of Article 3 of the Insurance Mediation Directive, insofar as Section 2:84(2) is complied with. 

Section 2:83

1. On application, the Authority for the Financial Markets shall grant a licence as referred to in Section 2:80(1) if 

the applicant demonstrates that it will comply with the provisions arising from: 

a. Section 4:9(1) to (3) with regard to the expertise and professional competence of the persons referred to in 

that section; 

b. Section 4:10 with regard to the properness of the persons referred to in that section; 

c. Section 4:11(2) and (3) with regard to the policy on the sound conduct of business; 

d. Section 4:13 with regard to the control structure; 

e. Section 4:15(1) and (2) with regard to the operational structure; and 

f. where it concerns the provision of insurance brokerage services, Section 4:75(1) to (3) with regard to having 

professional liability insurance or comparable insurance. 

2. The licence application shall contain the data to be specified by or pursuant to a Decree.

3. On application, the Authority for the Financial Markets may grant a full or partial dispensation from the 

provisions referred to in Subsection (1), opening words and under (a), with regard to Section 4:9(2) and (3), (c), 

with regard to Section 4:11(3), (e), with regard to Section 4:15(2), or (f), with regard to Section 4:75(2), if the 

applicant demonstrates that it cannot reasonably comply with those provisions and that the objectives which the 

sections listed in Subsection (1) seek to achieve are achieved in other ways.

2.2.9.2. Branch office and provision of services

Section 2:84

1. If the Authority for the Financial Markets receives a notification from a supervisory authority of another Member 

State regarding the provision of insurance brokerage services by an insurance broker having its registered 

office in that other Member State from a branch office situated in the Netherlands or by providing services to the 

Netherlands, the supervisor may inform the broker concerned within one month of receiving the notification of 

the conditions which the broker must observe for reasons of public interest in performing its financial services in 

the Netherlands. 

2. An insurance broker having its registered office in another Member State may start performing services, either 

from a branch office situated in the Netherlands or by providing services to the Netherlands, one month after 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

the notification referred to in Subsection (1) from the supervisory authority of the other Member State to the 

Authority for the Financial Markets. 

2.2.9.3. Exemption

Section 2:85

1. An exemption from Section 2:80(1) may be granted by ministerial regulation.

2. A full or partial exemption from Section 2:83(1) may be granted by ministerial regulation.

Part 2.2.10. Performing reinsurance brokerage services

2.2.10.1. Licensing obligation and requirements

Section 2:86

1. No party may perform reinsurance brokerage services in the Netherlands without a licence granted for that 

purpose by the Authority for the Financial Markets.

2. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a 

dispensation from Subsection (1) if the applicant demonstrates that the interests which this part and Part 4, 

Conduct of Business Supervision of Financial Enterprises, seek to protect are sufficiently protected in other 

ways.

Section 2:87

Section 2:86(1) shall not apply to financial enterprises which: 

a. have been licensed by the Dutch Central Bank under this part to conduct the business of an insurer, insofar 

as they are permitted under that licence to perform reinsurance brokerage services; 

b. have been issued with a supervisory status certificate by the Dutch Central Bank under Part 3, Prudential 

Supervision of Financial Enterprises, to conduct the business of a financial institution, insofar as they are 

permitted under that certificate to perform reinsurance brokerage services; or 

c. have been licensed by the Dutch Central Bank under this part to conduct the business of a bank. 

Section 2:88

Section 2:86(1) shall not apply to reinsurance intermediaries that are registered in another Member State within the 

meaning of Article 3 of the Insurance Mediation Directive, insofar as Section 2:90(2) is complied with. 

Section 2:89

1. On application, the Authority for the Financial Markets shall grant a licence as referred to in Section 2:86(1) if the 

applicant demonstrates that it will comply with the provisions arising from: 

a. Section 4:9(1) to (3) with regard to the expertise and professional competence of the persons referred to in 

that section; 

b. Section 4:10 with regard to the properness of the persons referred to in that section; 

c. Section 4:11(2) and (3) with regard to the policy on the sound conduct of business; 

d. Section 4:13 with regard to the control structure; 

e. Section 4:15(1) and (2) with regard to the operational structure; and 

f. Section 4:76(1) to (3) with regard to having professional liability insurance or comparable insurance. 

2. The licence application shall contain the data to be specified by or pursuant to a Decree.

3. On application, the Authority for the Financial Markets may grant a full or partial dispensation from the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

provisions referred to in Subsection (1), opening words and under (a), with regard to Section 4:9(2) and (3), (c), 

with regard to Section 4:11(3), (e), with regard to Section 4:15(2), or (f), with regard to Section 4:76(2), if the 

applicant demonstrates that it cannot reasonably comply with those provisions and that the objectives which the 

sections listed in Subsection (1) seek to achieve are achieved in other ways.

2.2.10.2. Branch office and provision of services

Section 2:90

1. If the Authority for the Financial Markets receives a notification from a supervisory authority of another Member 

State regarding the provision of reinsurance brokerage services by a reinsurance broker having its registered 

office in that other Member State from a branch office situated in the Netherlands or by providing services to the 

Netherlands, the supervisor may inform the reinsurance broker concerned within one month of receiving the 

notification of the conditions which the reinsurance broker must observe for reasons of public interest in 

performing its financial services in the Netherlands.

2. A reinsurance broker having its registered office in another Member State may start performing services, either 

from a branch office situated in the Netherlands or by providing services to the Netherlands, one month after the 

notification referred to in Subsection (1) from the supervisory authority of the other Member State to the 

Authority for the Financial Markets.

2.2.10.3. Exemption

Section 2:91

1. An exemption from Section 2:86(1) may be granted by ministerial regulation.

2. A full or partial exemption from Section 2:89(1) may be granted by ministerial regulation.

Part 2.2.11. Acting an authorised agent or authorised sub-agent 

2.2.11.1. Licensing obligation and requirements 

Section 2:92

1. No party may act as an authorised agent or authorised sub-agent in the Netherlands without a licence granted 

for that purpose by the Authority for the Financial Markets.

2. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a 

dispensation from Subsection (1) if the applicant demonstrates that the interests which this part and Part 4, 

Conduct of Business Supervision of Financial Enterprises, seek to protect are sufficiently protected in other 

ways.

Section 2:93

Section 2:92(1) shall not apply to financial enterprises which: 

a. have been licensed by the Dutch Central Bank under this part to conduct the business of an insurer, insofar 

as they are permitted under that licence to act as an authorised agent or authorised sub-agent; 

b. have been issued with a supervisory status certificate by the Dutch Central Bank under Part 3, Prudential 

Supervision of Financial Enterprises, to conduct the business of a financial institution, insofar as they are 

permitted under that certificate to act as an authorised agent or authorised sub-agent; or 

c. have been licensed by the Dutch Central Bank under this part to conduct the business of a bank. 

Section 2:94

1. On application, the Authority for the Financial Markets shall grant a licence as referred to in Section 2:92(1) if 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

the applicant demonstrates that it will comply with the provisions arising from: 

a. Section 4:9(1) to (3) with regard to the expertise and professional competence of the persons referred to in 

that section; 

b. Section 4:10 with regard to the properness of the persons referred to in that section; 

c. Section 4:11(2) and (3) with regard to the policy on the sound conduct of business; 

d. Section 4:13(1) and (2) with regard to the control structure; and 

e. Section 4:15(1) and (2) with regard to the operational structure. 

2. The licence application shall contain the data to be specified by or pursuant to a Decree.

3. On application, the Authority for the Financial Markets may grant a full or partial dispensation from the 

provisions referred to in Subsection (1), opening words and under (a), with regard to Section 4:9(2) and (3), (c), 

with regard to Section 4:11(3), or (e), with regard to Section 4:15(2), if the applicant demonstrates that it cannot 

reasonably comply with those provisions and that the objectives which the sections listed in Subsection (1) seek 

to achieve are achieved in other ways.

2.2.11.2. Exemption

Section 2:95

1. An exemption from Section 2:92(1) may be granted by ministerial regulation.

2. A full or partial exemption from Section 2:94(1) may be granted by ministerial regulation.

Part 2.2.12. Providing investment services, performing investment activities and systematic internalisation

2.2.12.1. Licensing obligation and requirements

Section 2:96

1. No party may provide investment services or perform investment activities without a licence granted for that 

purpose by the Authority for the Financial Markets. 

2. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from Subsection (1) if the applicant demonstrates that the interests which this part, Part 3, 

Prudential Supervision of Financial Enterprises and Part 4, Conduct of Business Supervision of Financial 

Enterprises, seek to protect are sufficiently protected in other ways. 

Section 2:97

1. Section 2:96 shall not apply to financial enterprises which: 

a. have been issued with a supervisory status certificate granted by the Dutch Central Bank under Part 3, 

Prudential Supervision of Financial Enterprises, to conduct the business of a financial institution, insofar as 

they are permitted under that certificate to provide investment services or perform investment activities; 

b. have been licensed by the Dutch Central Bank under this part to conduct the business of a bank, insofar as 

they are permitted under that licence to provide investment services or perform investment activities. 

2. Where portfolio management is concerned, Section 2:96 shall not apply to municipal credit banks regarding 

which the provisions of Section 4:37(1) and (2) are complied with.

3. Where portfolio management and the provision of advisory services in respect of financial instruments are 

concerned, Section 2:96 shall not apply to financial enterprises having their registered office in the Netherlands 

that hold a licence as referred to in Section 2:65(1)(a) to manage an enterprise for collective investment in 

transferable securities.

4. Section 2:96 shall not apply to financial enterprises, with the exception of enterprises for collective investment in 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

transferable securities that are an investment company, which have been licensed by the Authority for the 

Financial Markets to manage collective investment schemes, where it concerns providing advice on the units in 

the collective investment scheme managed by those management companies.

5. Section 2:96 shall not apply to tied agents that provide investment services as referred to under (a), (d) or (e) of 

the definition of providing an investment service in Section 1:1 for the account of the investment firms, if the 

investment firms for which the tied agents provide these investment services:

a. are fully responsible for them, in the sense that they ensure that the tied agents comply with this Act; and 

b. have reported the agents concerned as tied agents to the Authority for the Financial Markets. 

6. An investment firm that is no longer responsible for a tied agent as referred to in Subsection 5(a) shall notify the 

Authority for the Financial Markets and the tied agent concerned of this.

7. The Authority for the Financial Markets shall only enter the tied agent in the register as referred to in Section 

1:107(2)(a)(12°) if the investment firm reporting the tied agent concerned to the Authority for the Financial 

Markets demonstrates that, with regard to that tied agent, it will comply with the provisions arising from Sections 

4:9(1) and 4:10.

8. Rules shall be laid down by or pursuant to a Decree as regards the manner in which the tied agent will be 

reported as referred to in Subsection (5)(b) and the data to be provided and documents to be submitted on that 

occasion.

Section 2:98

1. Section 2:96 shall not apply to financial enterprises having their registered office in another Member State 

which: 

a. conduct the business of a bank from a branch office situated in the Netherlands or by providing services to 

the Netherlands, insofar as they are permitted under Part 2.2.2 to provide investment services or perform 

investment activities; 

b. conduct the business of a financial institution from a branch office situated in the Netherlands or by providing 

services to the Netherlands, insofar as they are permitted under Part 2.2.2 to provide investment services or 

perform investment activities; or 

c. conduct the business of an entity for risk acceptance or insurer from a branch office situated in the 

Netherlands or by providing services to the Netherlands, insofar as they are permitted under Parts 2.2.2A, 

2.2.3, 2.2.4 or 2.2.4A to provide investment services or perform investment activities. 

2. Section 2:96 shall not apply to investment firms having their registered office in another Member State which: 

a. provide investment services or perform investment activities from a branch office in the Netherlands, insofar 

as Section 2:101 is complied with; or 

b. provide investment services or perform investment activities by providing services to the Netherlands, 

insofar as Section 2:102 is complied with; 

c. provide investment services or perform investment activities as referred to under (a), (d) or (e) of the 

definition of providing investment services in Section 1:1 through a tied agent, insofar as Sections 2:101 or 

2:102 are complied with and the investment firm has reported the agent concerned as a tied agent to the 

Authority for the Financial Markets for entry in the register. The provisions of Section 2:97(7) shall apply 

mutatis mutandis. 

Section 2:99

1. On application, the Authority for the Financial Markets shall grant a licence as referred to in Section 2:96 if the 

applicant demonstrates that it will comply with the provisions arising from: 

a. Section 4:9(1) with regard to the expertise of the persons referred to in that section; 

b. Section 4:10 with regard to the properness of the persons referred to in that section; 

c. Section 4:11(1) and (3) with regard to the policy on the sound conduct of business; 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

d. Section 4:83(1) with regard to the minimum number of persons determining the day-to-day policy and 

Section 4:84 with regard to the place from which they perform their activities; 

e. Section 4:13(1) and (2) with regard to the control structure; 

f. Section 4:14(1) and (2) with regard to the operational structure; 

g. Section 4:87 with regard to taking adequate measures to protect clients’ rights; 

h. Section 4:88 with regard to pursuing an adequate policy in order to preclude the conflicts of interests 

referred to in that section; 

i. Section 3:53(1) and (3) with regard to the minimum equity capital; 

j. Section 3:57(1) and (2) with regard to solvency; 

k. Section 4:91a with regard to the rules applicable to the trading process and the settlement of transactions in 

a multilateral trading facility, if the applicant intends to operate a multilateral trading facility. 

If the application relates to the provision of brokerage services or portfolio management by a branch office 

situated in the Netherlands of an investment firm having its registered office in a non-Member State, the 

applicant shall also demonstrate that the investment firm is authorised to provide investment services in the 

State where it has its registered office and is authorised to open a branch office in the Netherlands. 

2. If a qualifying holding as referred to in Section 3:95 is owned in the investment firm, the Authority for the 

Financial Markets, without prejudice to Subsection (1), shall grant a licence if the owner of the qualifying holding 

in the investment firm complies with Section 3:95(2), and the Dutch Central Bank is of the opinion that the 

provisions arising from Sections 3:99 to 3:101 regarding the declaration of no objection are complied with.

3. The licence application shall contain the data to be specified by or pursuant to a Decree.

4. If the application relates to the provision of the investment service referred to under (b) of the definition of 

providing an investment service in Section 1:1 and to the performance of the investment activity referred to 

under (a) of the definition of performing an investment activity in that section, and the applicant also intends to 

conduct the business of an investment firm operating as a systematic internaliser with regard to transactions in 

shares admitted to trading on a regulated market, it shall state this intention when making the application.

5. If the investment firm intends to provide ancillary services, it shall state this intention when making the 

application.

6. On application, the Authority for the Financial Markets may grant a full or partial dispensation from the 

provisions referred to in Subsection (1), opening words and under (c), with regard to Section 4:11(3), (d), with 

regard to Section 4:83(1), (f), with regard to Section 4:14(2), (h), with regard to Section 4:88(3), (i) or (j), if the 

applicant demonstrates that it cannot reasonably comply with those provisions and that the objectives which the 

sections listed in Subsection (1) seek to achieve are achieved in other ways.

2.2.12.2. Branch office and provision of services

Section 2:100

1. If the Authority for the Financial Markets receives a notification from a supervisory authority of another Member 

State of the intention of an investment firm having its registered office in another Member State to provide 

investment services or perform investment activities from a branch office situated in the Netherlands or by 

providing services to the Netherlands, it shall, without delay, inform the investment firm involved of the receipt of 

this notification. 

2. Immediately after receiving this notification, or, where it concerns providing investment services or performing 

investment activities from a branch office, within two months of receiving the notification, the Authority for the 

Financial Markets may inform the supervisory authority of the other Member State of the conditions which the 

investment firm must observe for reasons of public interest in providing investment services or performing 

investment activities in the Netherlands. The Authority for the Financial Markets shall send a copy of this to the 

investment firm.

3. Where applicable, the Authority for the Financial Markets may request the supervisory authority of the other 

Member State to inform it within a reasonable term of the identity details of the tied agents that will act under 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

the responsibility and for the account of the investment firm concerned, and publish these details.

4. If an investment firm as referred to in Subsection (1) intends to provide investment services from a branch office 

situated in the Netherlands through a tied agent acting under its responsibility and for its account, the provisions 

of this Act with regard to a branch office of an investment firm shall apply mutatis mutandis to the tied agent.

Section 2:101

1. An investment firm having its registered office in another Member State may start providing investment services 

or performing investment activities from a branch office situated in the Netherlands two months after the 

notification from the supervisory authority of the other Member State referred to in Section 2:100(1) or 

immediately after receiving the notification referred to in Section 2:100(2).

2. Subsection (1) shall not apply to investment firms having their registered office in another Member State, insofar 

as they are permitted under Parts 2.2.2 or 3.4.1 to provide investment services or perform investment activities 

from a branch office situated in the Netherlands.

3. Subsection (1) shall not apply to investment firms that comply with Section 2:71(1).

Section 2:102

1. An investment firm having its registered office in another Member State may start providing investment services 

or performing investment activities by providing services to the Netherlands after the notification from the 

supervisory authority of the other Member State referred to in Section 2:100(1).

2. Subsection (1) shall not apply to investment firms having their registered office in another Member State, insofar 

as they are permitted under Parts 2.2.2 or 3.4.1 to provide investment services or perform investment activities 

by providing services to the Netherlands.

Section 2:103

An investment firm as referred to in Section 2:98(2) may not provide investment services or perform investment 

activities if these financial services are not specified in the notification referred to in Section 2:100(1). 

Section 2:103a 

1. An investment firm holding a licence as referred to in Section 2:96 to operate a multilateral trading facility which 

intends to take measures in another Member State that will enable its members or unit holders based in that 

Member State to access and trade on that multilateral trading facility, shall inform the Authority for the Financial 

Markets of such intention. The Authority for the Financial Markets shall supply this information to the relevant 

supervisory authority of the Member State involved within one month of receiving it. 

2. At the request of the supervisory authority of the Member State referred to in Subsection (1), the Authority for the 

Financial Markets shall inform the latter within a reasonable term of the identity details of the members of or unit 

holders on the multilateral trading facility. 

2.2.12.3. Exemption

Section 2:104

1. An exemption from Section 2:96 may be granted by Ministerial regulation.

2. A full or partial exemption from Section 2:99(1) may be granted by Ministerial regulation.

Part 2.2.13. Special provisions

Section 2:105
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. On application, the Authority for the Financial Markets shall grant a licence as referred to in Sections 2:55, 2:60, 

2:75, 2:80, 2:86, 2:92 and 2:96 to a legal person with full legal competence that also extends to enterprises 

affiliated to that legal person, if that legal person, without prejudice to Sections 2:58, 2:63, 2:78, 2:83, 2:89, 2:94 

and 2:99, demonstrates that it: 

a. by virtue of its articles of association and those of its affiliated enterprises, or by virtue of a contract with the 

affiliated enterprises, has sufficient powers vis-à-vis the affiliated enterprises to counteract any acts or 

omissions of such an enterprise in violation of the provisions arising from Part 4, Conduct of Business 

Supervision of Financial Enterprises, with regard to providing financial services, with the exception of 

offering units in a collective investment scheme, and to have them adhere to any instructions issued by the 

Authority for the Financial Markets; 

b. has sufficient possibilities to provide the affiliated enterprises with expert support; and 

c. is authorised to represent those enterprises in the licence application and otherwise for the purposes of 

Parts 2.2.5, 2.2.6, 2.2.8, 2.2.9, 2.2.10, 2.2.11, 2.2.12, 2.3.6, 2.3.7 and 2.3.8 and for the purposes of the 

provisions arising from Part 4, Conduct of Business Supervision of Financial Enterprises, with regard to 

providing financial services, with the exception of offering units in a collective investment scheme. 

2. If an enterprise affiliates to the legal person after a licence as referred to in Subsection (1) has been granted, 

the licence shall also apply to that enterprise if the legal person satisfies the conditions referred to in Subsection 

(1) in respect of this enterprise.

3. For the purposes of Parts 2.2.5, 2.2.6, 2.2.8, 2.2.9, 2.2.10, 2.2.11, 2.2.12, 2.3.6, 2.3.7 and 2.3.8, the acts or 

omissions of the affiliated enterprise shall be regarded as the acts or omissions of the legal person.

4. After consulting the Authority for the Financial Markets, Our Minister may designate enterprises that are deemed 

to hold a licence as referred to in Subsection (1) for the purposes of Subsections (2) and (3), if these enterprises 

have been licensed by the Dutch Central Bank under this part and satisfy the conditions referred to in 

Subsection (1). Our Minister may revoke the designation order.

5. Rules may be laid down by or pursuant to a Decree in respect of Subsection (1), opening words and under (a) 

and (b).

Chapter 2.3. Access to the foreign financial markets

Section 2:106

The provisions of this Chapter, with the exception of Sections 2:117 and 2:118, shall not apply to the provision of 

financial services that may be classified as a service of the information society as referred to in Section 15d(3) of 

Book 3 of the Dutch Civil Code to another Member State by a financial enterprise having its registered office in the 

Netherlands. 

Part 2.3.1. Conducting the business of a clearing institution

2.3.1.1. Branch office outside the Netherlands

Section 2:107

1. A clearing institution having its registered office in the Netherlands that holds a licence as referred to in Section 

2:4(1) and intends to conduct the business of a clearing institution from a branch office situated outside the 

Netherlands, shall only start doing so after the Dutch Central Bank has approved of this intention.

2. The application for approval shall contain the data to be specified by or pursuant to a Decree.

3. The Dutch Central Bank shall approve of an intention as referred to in Subsection (1) if the clearing institution 

complies with the provisions arising from Subsection (2), unless the clearing institution’s operations or financial 

position are inadequate in view of its intention.

4. The Dutch Central Bank shall render a decision within three months of receiving the application.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Part 2.3.2. Conducting the business of a credit institution and financial institution

2.3.2.1. Branch office and provision of services by a credit institution to another Member State

Section 2:108

1. A credit institution having its registered office in the Netherlands that holds a licence as referred to in Section 

2:11(1) and intends to conduct the business of a credit institution from a branch office situated in another 

Member State, shall only start doing so after the Dutch Central Bank has approved of this intention.

2. The application for approval shall contain the data to be specified by or pursuant to a Decree.

Section 2:109

1. The Dutch Central Bank shall approve of an intention as referred to in Section 2:108(1), unless the credit 

institution’s operations or financial position are inadequate in view of its intention.

2. The Dutch Central Bank shall render a decision within three months of receiving the application.

3. Within one working day of rendering the decision, the Dutch Central Bank shall notify the supervisory authority 

of the Member State in which the credit institution intends to conduct its business from a branch office. The 

Dutch Central Bank shall send a copy of the notification to the credit institution.

4. The notification referred to in Subsection (3) shall also contain data regarding the size of the equity capital and 

the solvency ratio and, where applicable, data regarding the applicability of a guarantee scheme in respect of 

the obligations of the credit institution’s branch office.

5. Within two months of the notification referred to in Subsection (3), the Dutch Central Bank shall inform the credit 

institution of the conditions which the supervisory authority of the other Member State has attached to the 

performance of the activities in the Member State concerned.

Section 2:110 

1. A credit institution having its registered office in the Netherlands that holds a licence as referred to in Section 

2:11(1) and intends for the first time to conduct its business by providing services to another Member State, 

shall only start doing so after it has notified the Dutch Central Bank of its intention, specifying the Member State 

to which it intends to perform services and describing the proposed activities.

2. Within one month of receiving the notification of the intention, the Dutch Central Bank shall notify the 

supervisory authority of the Member State to which the credit institution intends to perform services. The Dutch 

Central Bank shall send a copy of the notification to the credit institution.

2.3.2.2. Branch office and provision of services by a credit institution to a non-Member State

Section 2:111

1. A credit institution having its registered office in the Netherlands that holds a licence as referred to in Section 

2:11(1) and intends to conduct the business of a credit institution from a branch office in a non-Member State, 

shall only start doing so after the Dutch Central Bank has approved of this intention.

2. The application for approval shall contain the data to be specified by or pursuant to a Decree.

3. The Dutch Central Bank shall approve of the intention if the credit institution complies with the provisions arising 

from Subsection (1), unless the credit institution’s operations or financial position are inadequate in view of its 

intention.

4. The Dutch Central Bank shall render a decision within three months of receiving the application.

2.3.2.3. Branch office and provision of services by a financial institution to another Member State
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 2:112

1. A financial institution having its registered office in the Netherlands that holds a supervisory status certificate as 

referred to in Section 3:110 and intends to conduct its business from a branch office situated in another Member 

State, shall only start doing so after the Dutch Central Bank has approved of this intention.

2. The application for approval shall contain the data to be specified by or pursuant to a Decree.

Section 2:113

1. The Dutch Central Bank shall approve of an intention as referred to in Section 2:112(1), unless the financial 

institution’s operations or financial position are inadequate in view of its intention.

2. The Dutch Central Bank shall render a decision within three months of receiving the application.

3. Within one working day of rendering the decision, the Dutch Central Bank shall notify the supervisory authority 

of the Member State in which the financial institution intends to conduct its business from a branch office. The 

Dutch Central Bank shall send a copy of the notification to the financial institution.

4. The notification referred to in Subsection (3) shall also contain data regarding the size of the equity capital and 

the solvency ratio and, where applicable, data regarding the applicability of a guarantee scheme in respect of 

the obligations of the financial institution’s branch office.

5. Within two months of the notification referred to in Subsection (3), the Dutch Central Bank shall inform the 

financial institution of the conditions which the supervisory authority of the other Member State has attached to 

the performance of the activities in the Member State concerned. 

Section 2:114

1. A financial institution having its registered office in the Netherlands that holds a supervisory status certificate as 

referred to in Section 3:110 and intends for the first time to conduct its business by providing services to another 

Member State, shall only start doing so after it has notified the Dutch Central Bank of its intention, specifying the 

Member State to which it intends to perform services and describing the proposed activities.

2. Within one month of receiving the notification of the intention, the Dutch Central Bank shall notify the 

supervisory authority of the Member State to which the financial institution intends to perform services. The 

Dutch Central Bank shall send a copy of the notification to the financial institution.

Part 2.3.3. Conducting the business of a life insurer and non-life insurer

2.3.3.1. Branch office and provision of services to another Member State

Section 2:115

1. A life insurer or non-life insurer having its registered office in the Netherlands that holds a licence as referred to 

in Section 2:27 and intends to conduct the business of a life insurer or a non-life insurer respectively from a 

branch office situated in another Member State, shall only start doing so after the Dutch Central Bank has 

approved of this intention.

2. The application for approval shall contain the data to be specified by or pursuant to a Decree.

Section 2:116

1. The Dutch Central Bank shall approve of an intention as referred to in Section 2:115(1), unless the insurer’s 

operations or financial position are inadequate in view of its intention, or the properness or expertise of a 

person determining the day-to-day policy or of the insurer’s representative is not beyond doubt.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2. The Dutch Central Bank shall render a decision within three months of receiving the application.

3. Within one working day of rendering the decision, the Dutch Central Bank shall notify the supervisory authority 

of the Member State in which the insurer intends to conduct its business from a branch office. The Dutch 

Central Bank shall send a copy of the notification to the insurer.

4. The notification referred to in Subsection (3) shall also contain data regarding the size of the equity capital and 

the solvency margin.

5. Within two months of the notification referred to in Subsection (3), the Dutch Central Bank shall inform the 

insurer of the conditions which the supervisory authority of the other Member State has attached to the 

performance of the activities in the Member State concerned.

Section 2:117

1. A life insurer or non-life insurer having its registered office in the Netherlands that holds a licence as referred to 

in Section 2:27(1) and intends for the first time to conduct its business from a place of business in a Member 

State by providing services to another Member State, shall only start doing so after the Dutch Central Bank has 

approved of this intention in accordance with Section 2:116(1).

2. In the case of Community co-insurance, Subsection (1) shall apply only to the non-life insurer acting as the first 

non-life insurer.

3. The application for approval shall contain the data to be specified by or pursuant to a Decree.

Section 2:118

1. A life insurer or non-life insurer having its registered office in a non-Member State that holds a licence as 

referred to in Section 2:40(1) and intends for the first time to conduct the business of a life insurer or non-life 

insurer from the Netherlands by providing services to another Member State, shall only start doing so after the 

Dutch Central Bank has approved of this intention.

2. The application for approval shall contain the data to be specified by or pursuant to a Decree.

Section 2:119

1. The Dutch Central Bank shall approve of an intention as referred to in Sections 2:117(1) or 2:118(1), unless the 

insurer’s operations or financial position are inadequate in view of its intention.

2. The Dutch Central Bank shall render a decision within one month of receiving the application.

3. Within one working day of rendering the decision, the Dutch Central Bank shall notify the supervisory authority 

of the Member State to which the insurer intends to perform services. The Dutch Central Bank shall send a 

copy of the notification to the insurer.

4. The notification referred to in Subsection (3) shall contain data regarding the insurer’s solvency margin, the 

nature of the life insurance contracts if it concerns a life insurer or the nature of the risks of a non-life insurance 

contract if it concerns a non-life insurer which intend to conduct their business in another Member Sate by 

providing services, and the sectors in which it may conduct the business of an insurer.

2.3.3.2. Branch office in a non-Member State

Section 2:120

1. A life insurer or non-life insurer having its registered office in the Netherlands that holds a licence as referred to 

in Section 2:27(1) and intends to conduct the business of a life insurer or non-life insurer from a branch office 

situated in a non-Member State, shall only start doing so after the Dutch Central Bank has approved of this 

intention.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2. The application for approval shall contain the data to be specified by or pursuant to a Decree.

3. The Dutch Central Bank shall approve of the intention if the insurer complies with the provisions arising from 

Subsection (2), unless the insurer’s operations or financial position are inadequate in view of its intention, or the 

properness or expertise of a person determining the day-to-day management or the insurer’s representative is 

not beyond doubt.

4. The Dutch Central Bank shall render a decision within three months of receiving the application. 

Part 2.3.4. Conducting the business of a funeral expenses and benefits in kind insurer 

2.3.4.1. Branch office outside the Netherlands 

Section 2:121 

1. A funeral expenses and benefits in kind insurer having its registered office in the Netherlands that holds a 

licence as referred to in Section 2:48(1) and intends to conduct the business of a funeral expenses and benefits 

in kind insurer from a branch office situated outside the Netherlands, shall only start doing so after the Dutch 

Central Bank has approved of this intention.

2. The application for approval shall contain the data to be specified by or pursuant to a Decree.

3. The Dutch Central Bank shall approve of the intention if the insurer complies with the provisions laid down by or 

pursuant to Subsection (2), unless the insurer’s operations or financial position are inadequate in view of its 

intention, or the properness or expertise of a person determining the day-to-day management or the insurer’s 

representative is not beyond doubt. 

4. The Dutch Central Bank shall render a decision within three months of receiving the application. 

Part 2.3.5. Offering units in enterprises for collective investment in transferable securities

2.3.5.1. Branch office and provision of services to another Member State

Section 2:122

1. A management company that holds a licence as referred to in Section 2:65((1), opening words and under (a) or 

(2) and intends for the first time to offer units in enterprises for collective investment in transferable securities 

under its management that have their registered office in the Netherlands from a branch office situated in 

another Member State, shall only start doing so after the Authority for the Financial Markets has approved of 

this intention.

2. The application for approval shall contain the data to be specified by or pursuant to a Decree.

3. Subsection (1) shall not apply to management companies that comply with Section 2:127(1). 

Section 2:123

1. A management company that holds a licence as referred to in Section 2:65(1), opening words and under (a) or 

(2) and intends for the first time to offer in another Member State units in enterprises for collective investment in 

transferable securities under its management that have their registered office in the Netherlands, shall only start 

doing so after it has notified the supervisory authority of that Member State and the Authority for the Financial 

Markets of this intention.

2. On application, the Authority for the Financial Markets shall provide a management company that intends to 

offer in another Member State units in an enterprise for collective investment in transferable securities under its 

management that has its registered office in the Netherlands with a statement to the effect that this enterprise 

for collective investment in transferable securities complies with the UCITS Directive.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 2:124

1. The Authority for the Financial Markets shall approve of an intention as referred to in Section 2:122, unless the 

management company’s operations or financial position are inadequate in view of its intention.

2. The Authority for the Financial Markets shall render a decision within two months of receiving the application.

3. Within one working day of rendering the decision, the Authority for the Financial Markets shall notify the 

supervisory authority of the Member State in which the management company intends to offer units in 

enterprises for collective investment in transferable securities under its management that have their registered 

office in the Netherlands. The Authority for the Financial Markets shall send a copy of the notification to the 

management company.

4. The notification referred to in Subsection (3) shall also contain data regarding the applicability of the investorcompensation scheme.

5. Within two months of the notification referred to in Subsection (3), the Authority for the Financial Markets shall 

inform the management company of the conditions which the supervisory authority of the other Member State 

has attached to the performance of the activities in the Member State concerned.

Part 2.3.6. Performing insurance brokerage services

2.3.6.1. Branch office and provision of services to another Member State

Section 2:125

1. An insurance broker having its registered office in the Netherlands that holds a licence as referred to in Section 

2:80(1) and intends to provide insurance brokerage services from a branch office situated in another Member 

State or by providing services to another Member State, shall only start doing so if it has notified the Authority 

for the Financial Markets of its intention, specifying the Member State in which it intends to open a branch office 

or to which it intends to perform services.

2. Within one month of receiving the notification of the intention referred to in Subsection (1), the Authority for the 

Financial Markets shall notify the supervisory authority of the Member State in which the insurance broker 

intends to provide financial services, if the Commission of the European Communities has communicated that 

this Member State considers such a notification desirable. The Authority for the Financial Markets shall send a 

copy of the notification to the insurance broker concerned.

3. If the Commission of the European Communities has issued no communication that the Member State 

concerned considers such a notification desirable, the Authority for the Financial Markets shall inform the 

insurance broker concerned of this immediately after receiving the notification of the intention referred to in 

Subsection (1).

Part 2.3.7. Performing reinsurance brokerage services

2.3.7.1. Branch office and provision of services to another Member State

Section 2:126

1. A reinsurance broker having its registered office in the Netherlands that holds a licence as referred to in Section 

2:86(1) and intends to provide reinsurance brokerage services from a branch office situated in another Member 

State or by providing services to another Member State, shall only start doing so if it has notified the Authority 

for the Financial Markets of its intention, specifying the Member State in which it intends to open a branch office 

or to which it intends to perform services.

2. Within one month of receiving the notification of the intention, the Authority for the Financial Markets shall notify 

the supervisory authority of the Member State in which the reinsurance broker intends to provide reinsurance 

brokerage services, if the Commission of the European Communities has communicated that this Member State 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

considers such a notification desirable. The supervisor shall send a copy of the notification to the reinsurance 

broker concerned.

3. If the Commission of the European Communities has issued no communication that the Member State 

concerned considers such a notification desirable, the Authority for the Financial Markets shall inform the 

reinsurance broker concerned of this immediately after receiving the notification of the intention referred to in 

Subsection (1).

Part 2.3.8. Providing investment services and performing investment activities

2.3.8.1. Branch office and provision of services to another Member State

Section 2:127

1. An investment firm having its registered office in the Netherlands that holds a licence as referred to in Sections 

2:96 or 2:65(1), opening words and under (a), and intends to provide investment services or perform investment 

activities from a branch office situated in another Member State, shall only start doing so after the Authority for 

the Financial Markets has approved of this intention.

2. The application for approval shall contain the data to be specified by or pursuant to a Decree.

3. Subsections (1) and (2) shall not apply to investment firms that comply with Section 2:122(1).

Section 2:128

1. The Authority for the Financial Markets shall approve of an intention as referred to in Section 2:127, unless the 

investment firm’s operations or financial position are inadequate in view of its intention.

2. Within three months of receiving the application, the Authority for the Financial Markets shall communicate its 

decision and the data referred to in Section 2:127(2) to the supervisory authority that has been designated in the 

Member State concerned as a contact point as referred to in Article 56(1) of the Markets in Financial 

Instruments Directive. The Authority for the Financial Markets shall send a copy of the notification to the 

investment firm.

3. The notification referred to in the preceding subsection shall also contain data regarding the applicability of the 

investor-compensation scheme.

4. Within two months of the notification referred to in Subsection (3), the Authority for the Financial Markets shall 

inform the investment firm of the conditions which the supervisory authority of the other Member State has 

attached to the performance of the activities in the Member State concerned.

5. An investment firm shall notify the Authority for the Financial Markets of changes with regard to subjects on 

which data must be provided pursuant to Section 2:127(2). Provisions shall be laid down by or pursuant to a 

Decree, specifying the procedures to be followed, with regard to the changes to be reported, the data to be 

provided on that occasion and, where applicable, the conditions on which the changes may be implemented.

6. The Authority for the Financial Markets shall inform the supervisory authority of the Member State concerned of 

the changes referred to in Subsection (5) and of changes regarding the investor-compensation scheme as 

referred to in Subsection (3).

Section 2:129

1. An investment firm having its registered office in the Netherlands that holds a licence as referred to in Sections 

2:65(1), opening words and under (a) or 2:96 and intends for the first time to provide investment services or 

perform investment activities by providing services to another Member State or that intends to provide 

investment services or perform investment activities other than those regarding which the notification referred to 

in this subsection was made, shall only start doing so after: 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

a. it has notified the Authority for the Financial Markets of its intention, stating the following data: 

1°. the Member State concerned; 

 2°. the proposed investment services or investment activities; 

 3°. the identity of the tied agent, if the investment firm intends to provide the proposed investment services 

or perform the proposed investment activities through a tied agent; and 

b. the Authority for the Financial Markets has notified the supervisory authority of the Member State concerned 

of the intention. 

2. Within one month of receiving the notification, the Authority for the Financial Markets shall communicate the 

intention and the data referred to in Subsection (1)(a) to the supervisory authority that has been designated in 

the Member State concerned as a contact point as referred to in Article 56(1) of the Markets in Financial 

Instruments Directive. The Authority for the Financial Markets shall send a copy of the notification to the 

investment firm.

3. An investment firm shall notify the Authority for the Financial Markets of changes with regard to subjects on 

which data must be provided pursuant to Subsection (1). Provisions shall be laid down by or pursuant to a 

Decree with regard to the changes to be reported, the data to be provided and the procedures to be followed on 

that occasion and, where applicable, the conditions on which the changes may be implemented.

4. The Authority for the Financial Markets shall notify the supervisory authority of the Member State concerned of 

the changes referred to in Subsection (3).

2.3.8.2. Branch office in a non-Member State 

Section 2:130

1. An investment firm having its registered office in the Netherlands that holds a licence as referred to in Sections 

2:96 or 2:65(1) and intends to provide investment services or perform investment activities from a branch office 

situated in a non-Member State, shall only start doing so after the Authority for the Financial Markets has 

approved of this intention. The application for approval shall contain the details to be specified by or pursuant to 

a Decree.

2. The Authority for the Financial Markets shall approve of the intention, unless the investment firm’s operations or 

financial position are inadequate in view of its intention.

3. The Authority for the Financial Markets shall render a decision within three months of receiving the application.

Prudential Supervision of Financial Enterprises

Chapter 3.1. Introductory provisions

Section 3:1

For the purposes of this part and the ensuing provisions: 

a. an insurance contract intended to accrue a fund to pay for the provision of the funeral of a natural person 

shall be deemed to have been concluded in the conduct of the business of a funeral expenses and benefits 

in kind insurer, if the insurance contract is concluded by a funeral expenses and benefits in kind insurer and 

does not entail an investment risk for the latter; 

b. the management of a group pension fund shall be regarded as the pursuit of the business of a life insurer 

where such management is pursued by a life insurer. 

Section 3:2

1. Without a license granted by the Dutch Central Bank or by a supervisory authority of another Member State to 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

conduct the business of a bank, the provisions of this part relating to conducting the business of a bank shall not 

apply to obtaining the disposal of callable funds from others than professional market parties beyond a restricted 

circle as a result of offering securities in accordance with the provisions arising from Chapter 5.1, insofar as the 

party obtaining disposal of the funds arranges for: 

a. an unconditional guarantee regarding all liabilities entailed by obtaining the disposal of those funds, which 

unconditional guarantee was issued by an enterprise with a consolidated equity capital that is positive 

throughout the term of the guarantee, of which enterprise the party obtaining the disposal of the funds is a 

subsidiary; 

b. an agreement concluded with an enterprise of which the party obtaining the disposal of the funds is a 

subsidiary and which has a consolidated equity capital that is positive throughout the duration of the 

agreement, which agreement includes the unconditional commitment on the part of that enterprise always to 

provide the party obtaining the disposal of the funds with sufficient resources to meet its obligations; or 

c. a guarantee for all liabilities entailed by obtaining the disposal of those funds that was issued by: 

1°. a bank licensed by the Dutch Central Bank or by a supervisory authority in another Member State; or 

 2°. a bank having its registered office in a non-Member State to be designated by Our Minister in which the 

supervision of the pursuit of the business of a bank provides sufficient safeguards with regard to the 

interests which this Act seeks to protect. 

2. Subsection (1) shall only apply insofar as the party obtaining the disposal of the funds extends at least 95 

percent of its balance sheet total within the group of which it forms part. A group shall be understood to mean 

the legal person and its subsidiaries collectively. 

3. On application, the Dutch Central Bank may, whether or not for a fixed period, grant a full or partial dispensation 

from this section, if the applicant demonstrates that it cannot reasonably comply with these provisions and that 

the objectives which this section seeks to achieve are achieved in other ways. 

Section 3:3

An exemption may be granted by ministerial regulation from the provisions arising from this part for management 

companies, collective investment schemes, investment firms and depositaries. 

Section 3:4

1. Any party having its registered office in the Netherlands, not being a bank, that has as its business: 

a. to obtain the disposal of callable funds from professional market parties or within a restricted circle, and to 

extend loans at its own expense; or 

b. to obtain the disposal of callable funds and to make investments, not being loans, at its own expense, 

may apply to the Dutch Central Bank for a licence to pursue that business; in applying Sections 2:12 and 2:13, 

the Dutch Central Bank shall classify the applicant’s activities as pursuing the business of a bank. 

2. The provisions arising from this Act as regards conducting the business of a bank, with the exception of Part 

3.5.5, shall apply mutatis mutandis to the party that obtained a licence from the Dutch Central Bank pursuant to 

an application as referred to in Subsection (1). 

Chapter 3.2. Attracting callable funds

Section 3:5

1. No party may attract, obtain or have the disposal of callable funds beyond a restricted circle in the Netherlands 

in the pursuit of a business from others than professional market parties.

2. Subsection (1) shall not apply to:

a. banks that have been licensed by the Dutch Central Bank as referred to in Sections 2:11(1) or 2:20(1), and 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

banks having their registered office in another Member State that conduct their business from a branch 

office situated in the Netherlands or by providing services to the Netherlands and that comply with the 

provisions of Sections 2:15 or 2:16 as regards the performance of the activities referred to under 1 in Annex 

I to the Recast Banking Directive; 

b. banks having their registered office in another Member State that have been licensed to conduct their 

business by the supervisory authority of that Member State and that satisfy the conditions applicable in that 

other Member State for providing services to another Member State; 

c. the Member States, as well as the regional or local government bodies of the Member States; and 

d. the parties attracting, obtaining or having the disposal of callable funds as a result of offering securities in 

accordance with the provisions arising from Chapter 5.1; and 

e. entities for risk acceptance. 

3. An exemption from Subsection (1) may be granted by ministerial regulation.

4. On application, the Dutch Central Bank may, whether or not for a fixed period, grant a dispensation from 

Subsection (1) if the applicant demonstrates that the interests which this part seeks to protect are sufficiently 

protected in other ways. Rules may be laid down by or pursuant to a Decree which the holder of the 

dispensation should observe and with regard to granting a dispensation.

Chapter 3.2a. Acting as a guarantee fund 

Section 3:6

1. No party may act as a guarantee fund in the Netherlands without a licence from the Dutch Central Bank or a 

supervisory authority of another Member State to pursue the business of a non-life insurer.

2. Subsection (1) and the other provisions arising from this part as regards pursuing the business of a non-life 

insurer shall not apply to guarantee funds which:

a. are under government control or may invoke a guarantee issued by the government; or 

b. offer only guarantees for the benefit of natural persons within a restricted circle: 

1°. that is exactly defined; 

2°. whose joining criteria have been defined beforehand, are verifiable and do not make joining easy for 

natural persons not belonging to the circle; and 

3°. in which the members of the circle already have a legal relationship with the guarantee fund at the time 

when the guarantees are offered, based on which they may in all reasonableness be aware of its financial 

position. 

3. An exemption may be granted by ministerial regulation from Subsection (1) and the provisions arising from this 

part as regards guarantee funds conducting the business of a non-life insurer.

4. On application, the Dutch Central Bank may, whether or not for a fixed period, grant a dispensation from 

Subsection (1) and the provisions arising from this part with regard to guarantee funds pursuing the business of 

a non-life insurer, if the applicant demonstrates that the interests which this part seeks to protect are sufficiently 

protected in other ways. Rules may be laid down by or pursuant to a Decree which the holder of the 

dispensation should observe and with regard to granting a dispensation.

Chapter 3.3. Rules on operating in the financial markets

Part 3.3.1. Prohibition on using the word «bank»

Section 3:7

1. No party other than a licensed credit institution may use the word «bank» or translations or forms thereof in its 

name or in the conduct of its business, unless this is done in a context which clearly shows that it does not 

operate in the financial markets.

2. Subsection (1) shall not apply to:
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

a. financial institutions that hold a supervisory status certificate as referred to in Section 3:110 or that comply 

with the provisions of Section 2:25 or 2:26 as regards the performance of activities referred to in Annex I to 

the Recast Banking Directive, either from a branch office or by providing services; and 

b. representative organisations of supervised credit institutions or financial institutions. 

3. An exemption from Subsection (1) may be granted by ministerial regulation.

4. On application, the Dutch Central Bank may, whether or not for a fixed period, grant a dispensation from 

Subsection (1) if the objectives which this section seeks to achieve are achieved in other ways. Rules may be 

laid down by or pursuant to a Decree which the holder of the dispensation should observe and with regard to 

granting a dispensation.

Part 3.3.2. Expertise, properness and integrity

3.3.2.1. Financial enterprises having their registered office in the Netherlands

Section 3:8

The day-to-day policy of a clearing institution, entity for risk acceptance, credit institution or insurer having its 

registered office in the Netherlands shall be determined by persons expert in pursuing the business operations of 

the financial enterprise. 

Section 3:9

1. The policy of a clearing institution, entity for risk acceptance, credit institution or insurer having its registered 

office in the Netherlands shall be determined or co-determined by persons whose properness is beyond doubt. 

If a body within the financial enterprise is responsible for supervising the policy and the general affairs of the 

financial enterprise, the properness of the persons exercising this supervision shall be beyond doubt.

2. The properness of a person as referred to in Subsection (1) shall be beyond doubt once this has been 

established for the purposes of this Act by a supervisor, as long as a change in the relevant facts or 

circumstances has not given reasonable cause for a reassessment.

3. Rules shall be laid down by or pursuant to a Decree as regards the manner in which to establish whether the 

properness of a person as referred to in Subsection (1) is beyond doubt and which facts and circumstances 

must be considered in that respect.

Section 3:10

1. A clearing institution, entity for risk acceptance, credit institution or insurer having its registered office in the 

Netherlands shall pursue an adequate policy that safeguards controlled and sound business operations. This 

shall mean that: 

a. measures are taken to prevent conflicts of interest; 

b. measures are taken to prevent the financial enterprise or its employees from committing offences or other 

transgressions of the law that could damage confidence in the financial enterprise or in the financial 

markets; 

c. measures are taken to prevent confidence in the financial enterprise or in the financial markets from being 

damaged because of its clients; and 

d. measures are taken to prevent the financial enterprise or its employees from performing other acts that are 

so contrary to generally accepted standards as to seriously damage confidence in the financial enterprise or 

in the financial markets. 

2. Rules may be laid down by or pursuant to a Decree as regards the minimum requirements to be satisfied by the 

policy referred to in Subsection (1).

3. A financial enterprise as referred to in Subsection (1) shall supply the Dutch Central Bank with information to be 

specified by Decree about incidents relating to the matters referred to in Subsection (1).
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

4. On application, the Dutch Central Bank may, whether or not for a fixed period, grant a dispensation from the 

provisions arising from Subsection (2), if the applicant demonstrates that it cannot reasonably comply with those 

provisions and that the objectives which this section seeks to achieve are achieved in other ways.

3.3.2.2. Financial enterprises having their registered office in a non-Member State

Section 3:11

Sections 3:8, 3:9 and 3:10 shall apply mutatis mutandis to branch offices situated in the Netherlands of credit 

institutions having their registered office in a non-Member State. 

Section 3:12

Section 3:10 shall apply mutatis mutandis to branch offices situated in the Netherlands of life insurers or non-life 

insurers having their registered office in a non-Member State. 

3.3.2.3. Financial enterprises having their registered office in a non-designated State

Section 3:13

Sections 3:8, 3:9 and 3:10 shall apply mutatis mutandis to branch offices situated in the Netherlands of clearing 

institutions having their registered office in a non-designated State, of entities for risk acceptance having their 

registered office in a non-designated State and of reinsurers having their registered office in a non-designated 

State. 

Section 3:14

Section 3:10 shall apply mutatis mutandis to funeral expenses and benefits in kind insurers having their registered 

office in a non-designated State that pursue their business from branch offices situated in the Netherlands. 

Part 3.3.3. Structuring and organisation

3.3.3.1. Financial enterprises having their registered office in the Netherlands

Section 3:15

1. At least two natural persons shall determine the day-to-day policy of a clearing institution, credit institution or 

insurer having its registered office the Netherlands.

2. The persons determining the day-to-day policy of a financial enterprise as referred to in Subsection (1) shall 

perform their activities in this respect from the Netherlands.

3. On application, the Dutch Central Bank may, whether or not for a fixed period, grant a dispensation from 

Subsection (1) to a clearing institution or insurer if the applicant demonstrates that it cannot reasonably comply 

with that subsection and that the objectives which Subsection (1) seeks to achieved are achieved in other ways.

Section 3:16

1. A clearing institution, entity for risk acceptance, credit institution or insurer having its registered office in the 

Netherlands shall not be affiliated to persons in a formal or actual control structure which is so lacking in 

transparency that it constitutes or may constitute an impediment to the adequate exercise of supervision of that 

financial enterprise.

2. The credit institution, entity for risk acceptance, reinsurer, life insurer or non-life insurer shall not be affiliated to 

persons in a formal or actual control structure if the law of a non-Member State, applicable to those persons, 

constitutes or may constitute an impediment to the adequate exercise of supervision of that financial enterprise.

3. The clearing institution or funeral expenses and benefits in kind insurer shall not be affiliated to persons in a 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

formal or actual control structure if the law of another State, applicable to those persons, constitutes or may 

constitute an impediment to the adequate exercise of supervision of that financial enterprise.

Section 3:17

1. A clearing institution, entity for risk acceptance, credit institution or insurer having its registered office in the 

Netherlands shall organise its operations in such a way as to safeguard controlled and sound business 

operations.

2. Rules shall be laid down by or pursuant to a Decree with regard to Subsection (1). These rules shall concern:

a. control of business processes and business risks; 

b. integrity, which is understood to mean the prevention of: 

 1°. conflicts of interest; 

 2°. offences or other transgressions of the law committed by the financial enterprise or its employees that 

could damage confidence in the financial enterprise or in the financial markets; 

 3°. relations with clients that could damage confidence in the financial enterprise or in the financial markets; 

and 

 4°. other acts performed by the financial enterprise or its employees that are so contrary to generally 

accepted standards as to seriously damage confidence in the financial enterprise or in the financial markets; 

c. the soundness of the financial enterprise, which shall be understood to mean: 

1°. control of financial risks; 

2°. control of other risks that may affect the soundness of the financial enterprise; 

3°. ensuring the maintenance of the required financial safeguards; and 

4°. other matters, to be specified by Decree. 

3. Without prejudice to Section 4:14, Subsection (2), opening words and under (c) shall apply mutatis mutandis to 

management companies of a collective investment scheme having its registered office in the Netherlands that 

offers units in the Netherlands, collective investment schemes having their registered office in the Netherlands 

that offer units in the Netherlands, investment firms having their registered office in the Netherlands that provide 

investment services or perform investment activities in the Netherlands, and depositaries associated with a 

collective investment scheme having its registered office in the Netherlands that offers units in the Netherlands.

4. On application, the Dutch Central Bank may, whether or not for a fixed period, grant a full or partial dispensation 

from the provisions arising from Subsection (2), if the applicant demonstrates that it cannot reasonably comply 

with those provisions and that the objectives which this section seeks to achieve are achieved in other ways, 

unless the provisions arising from Subsection (2) relate to providing an investment service or performing an 

investment activity or ancillary service.

Section 3:18

1. If a financial enterprise having its registered office in the Netherlands delegates activities to a third party, the 

financial enterprise shall ensure that such third party complies with the rules applicable under this part to the 

delegating financial enterprise with regard to those activities.

2. A clearing institution, entity for risk acceptance, credit institution or insurer shall not delegate activities to be 

designated by Decree.

3. By or pursuant to a Decree:

a. rules shall be laid down, for the purpose of supervision of compliance with the provisions arising from this 

part, with regard to the delegation of activities by financial enterprises; 

b. rules shall be laid down with regard to the control of risks entailed by the delegation of activities by clearing 

institutions, entities for risk acceptance, credit institutions and insurers; and 

c. rules shall be laid down with regard to the agreement to be concluded between a clearing institution, entity 

for risk acceptance, credit institution or insurer and the third party relating to the delegation of activities. 

Section 3:18a 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. The Dutch Central Bank shall periodically assess, in accordance with rules to be laid down by or pursuant to a 

Decree, the strategies, procedures and measures pursuant to Section 3:17 and the qualifying capital of a bank 

or investment firm having its registered office in the Netherlands in view of the size and nature of its current and 

potential future risks.

2. Based on the assessment referred to in Subsection (1), the Dutch Central Bank shall decide whether the 

strategies, procedures and measures and the qualifying capital maintained by the bank or investment firm 

safeguard proper management and adequate cover of the risks.

3. The Dutch Central Bank shall gear the frequency and scope of its assessment to the nature, size and 

complexity of the bank or investment firm and the importance of the activities of the financial enterprise 

concerned to the financial system.

4. The Dutch Central Bank shall update the assessment at least once a year. 

Section 3:19 

1. A clearing institution or credit institution having its registered office in the Netherlands that is a public limited 

company or a private limited liability company, or an insurer having its registered office in the Netherlands that is 

a public limited company or a European company, shall have a supervisory board as referred to in Sections 140 

and 250 respectively of Book 2 of the Dutch Civil Code, composed of at least three members.

2. A clearing institution or credit institution having its registered office in the Netherlands that is not a public limited 

company or a private limited liability company shall have a body composed of at least three members whose 

duties shall be equivalent to those of a supervisory board.

3. On application, the Dutch Central Bank may, whether or not for a fixed period, grant a full or partial dispensation 

from Subsections (1) or (2) if the applicant demonstrates that it cannot reasonably comply with those 

subsections and that the objectives which this section seeks to achieve are achieved in other ways.

Section 3:20

An insurer having its registered office in the Netherlands shall have the legal form of a public limited company, 

mutual association or European company. 

3.3.3.2. Financial enterprises having their registered office in a non-Member State

Section 3:21

1. At least two natural persons shall determine the day-to-day policy of a branch office situated in the Netherlands 

of a credit institution having its registered office in a non-Member State.

2. The persons determining the day-to-day policy of a branch office as referred to in Subsection (1) shall perform 

their activities in this respect from the Netherlands.

Section 3:22

Sections 3:17(2), opening words and under (c), (3) and 3:18(1) and (3), opening words and under (a) shall apply 

mutatis mutandis to investment firms having their registered office in a non-Member State that provide investment 

services or perform investment activities in the Netherlands. 

Section 3:23

1. Sections 3:17 and 3:18 shall apply mutatis mutandis to branch offices situated in the Netherlands of life insurers 

or non-life insurers having their registered office in a non-Member State.

2. Sections 3:17 and 3:18 shall apply mutatis mutandis to branch offices situated in the Netherlands of credit 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

institutions having their registered office in a non-Member State.

Section 3:24

A life insurer or non-life insurer having its registered office in a non-Member State that pursues its business from a 

branch office situated in the Netherlands or by providing services to the Netherlands: 

a. shall be a legal person under the law of the State where it has its registered office; 

b. shall be authorised to pursue the business of a life insurer or non-life insurer respectively in the State where 

is has its registered office; and 

c. shall effectively pursue this business from a place of business in that State. 

3.3.3.3. Financial enterprises having their registered office in a non-designated State

Section 3:24a 

Sections 3:16 and 3:17 shall apply mutatis mutandis to branch offices situated in the Netherlands of entities for risk 

acceptance having their registered office in a non-designated State. 

Section 3:24b 

Sections 3:15 to 3:18 shall apply mutatis mutandis to branch offices situated in the Netherlands of reinsurers having 

their registered office in a non-designated State.

Section 3:25

Sections 3:17(2), opening words and under (c), (3) and (4), and 3:18(1) and (3), opening words and under (a) shall 

apply mutatis mutandis to management companies of a collective investment scheme having its registered office in 

a non-designated State that offers units in the Netherlands, collective investment schemes having their registered 

office in a non-designated State that offer units in the Netherlands, and depositaries associated with a collective 

investment scheme having its registered office in a non-designated State that offer units in the Netherlands. 

Section 3:26

Sections 3:17 and 3:18 shall apply mutatis mutandis to funeral expenses and benefits in kind insurers having their 

registered office in a non-designated State that pursue their business from branch offices situated in the 

Netherlands. 

Section 3:27

Sections 3:17, 3:18 and 3:21 shall apply mutatis mutandis to clearing institutions having their registered office in a 

non-designated State. 

Section 3:28

Section 3:24 shall apply mutatis mutandis to entities for risk acceptance, reinsurers having their registered office in 

a non-designated State or funeral expenses and benefits in kind insurers having their registered office in a nondesignated State that conduct their business from branch offices situated in the Netherlands or by providing 

services to the Netherlands. 

Part 3.3.4. Other provisions

3.3.4.1. Financial enterprises having their registered office in the Netherlands

Section 3:29

1. A clearing institution, entity for risk acceptance, financial institution, credit institution or insurer having its 

registered office in the Netherlands shall notify the Dutch Central Bank of changes with regard to subjects on 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

which data must be provided under Sections 2:5(2), 2:12(5), 2:13(2), 2:26b(4), 2:31(4), 2:32(2), 2:33(2), 2:49(2), 

2:54b(3), 2:107(2), 2:108(2), 2:111(2), 2:112(2), 2:115(2), 2:117(3), 2:118(2), 2:120(2) or 2:121(2). 

2. A clearing institution, entity for risk acceptance, financial institution, credit institution or insurer having its 

registered office in the Netherlands shall, without prejudice to Subsection (1), notify the supervisory authority of 

the Member State in which the financial enterprise pursues its business from a branch office of changes with 

regard to subjects on which data must be provided pursuant to Sections 2:108(2), 2:112(2) or 2:115(2).

3. Provisions shall be laid down by or pursuant to a Decree, specifying the procedures to be followed, with regard 

to the changes to be reported, the data to be supplied on that occasion and, where applicable, the conditions on 

which the changes may be implemented.

Section 3:30

1. A credit institution or an insurer having its registered office in the Netherlands that has decided to dissolve or 

wind up its business, either fully or in part, shall consult the Dutch Central Bank on the manner in which the 

dissolution or winding-up will be effectuated at least 13 weeks before the decision is implemented.

2. The Dutch Central Bank may reduce the term referred to in Subsection (1).

3. The Dutch Central Bank shall be classified as an interested party within the meaning of Section 23(2) of Book 2 

of the Dutch Civil Code.

4. If a financial enterprise as referred to in Subsection (1) decides to dissolve its business and has no legal 

personality, the provisions of Sections 19(4), 23(1) and (2), 23a(1) and 23c of Book 2 of the Dutch Civil Code 

shall apply mutatis mutandis. For the purposes of Sections 23(1) and 23a(1) of Book 2 of the Dutch Civil Code, 

the managing partners shall classify as directors and the partnership agreement shall classify as the articles of 

association.

Section 3:31

A credit institution having its registered office in the Netherlands that is a subsidiary of a credit institution having its 

registered office in a non-Member State, shall be under sufficient consolidated supervision in the State where the 

latter credit institution has its registered office. 

Section 3:32

A bank having its registered office in the Netherlands that has been licensed to pursue the business of a bank may 

perform at least the activities listed in Annex I to the Recast Banking Directive, unless the licence expressly 

provides otherwise. 

Section 3:33

If a financial enterprise has been licensed to conduct the business of a bank and this licence does not include the 

provision of investment services or performance of investment activities, it may apply for an extension of the licence 

to these activities if it ensures and demonstrates that it complies with the provisions arising from Sections 4:91a, as 

regards the requirements applicable to the trading process and the settlement of transactions in a multilateral 

trading facility if the applicant intends to operate a multilateral trading facility, 4:14(2)(c) under 1° to 6° and 4:87 as 

regards the licence application. 

Section 3:34

1. An electronic money institution having its registered office in the Netherlands that is licensed to pursue the 

business of an electronic money institution may not, in addition to obtaining the disposal of funds in exchange 

for electronic money, perform any activities other than the following: 

a. to provide services relating to the issuance of electronic money; 

b. to issue and manage other means of payment, excluding the activities referred to under 2 in Annex I to the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Recast Banking Directive; 

c. to store information on an electronic device for the benefit of other enterprises. 

2. An electronic money institution as referred to in Subsection (1) shall only own a holding in another enterprise if 

that enterprise performs activities relating to the business of that electronic money institution.

3. A holding as referred to in Subsection (2) shall be understood to mean a direct or indirect interest of 20 percent 

or more in the issued share capital of an enterprise, or the ability to exercise directly or indirectly 20 percent or 

more of the voting rights in an enterprise.

Section 3:35

A credit institution shall only issue electronic money against a value not exceeding the value of the funds received 

in exchange for the issuance. 

Section 3:36 

1. An insurer having its registered office in the Netherlands that has been licensed to pursue the business of a 

reinsurer, life insurer, funeral expenses and benefits in kind insurer or non-life insurer, may not pursue a 

business other than the business for which the licence was granted.

2. In derogation from Subsection (1): 

a. insurers shall be permitted to perform trading activities arising from their insurance business, and life 

insurers licensed to pursue the business of a life insurer shall be permitted to pursue the business of a 

funeral expenses and benefits in kind insurer without holding a licence to pursue the business of a funeral 

expenses and benefits in kind insurer; 

b. life insurers, funeral expenses and benefits in kind insurers and non-life insurers shall be permitted to 

perform the business of a reinsurer in life reinsurance activities, funeral expenses and benefits in kind 

reinsurance activities or non-life reinsurance activities without holding a license to pursue the business of a 

reinsurer in the activities concerned, on the understanding that life insurers and non-life insurers are only 

allowed to pursue the business of a reinsurer with regard to the risks of the sectors for which they hold a 

license. 

3. A life insurer or non-life insurer licensed to pursue the business of a life insurer or non-life insurer respectively 

may not pursue this business in a sector other than the sector or sectors for which the licence was granted.

4. The provisions as regards pursuing the business of a life insurer shall apply to a life insurer having its 

registered office in the Netherlands that has been licensed in respect of the General Life Insurance sector and 

that conducts only the business of a funeral expenses and benefits in kind insurer.

5. Where not otherwise provided, the provisions as regards pursuing the business of a life insurer, funeral 

expenses and benefits in kind insurer or non-life reinsurer shall apply to life insurers, funeral expenses and 

benefits in kind insurers or non-life insurers having their registered office in the Netherlands which also pursue 

the business of a reinsurer in life reinsurance activities, funeral expenses and benefits in kind reinsurance 

activities or non-life reinsurance activities.

6. In derogation from Subsection (3), provisions shall be laid down by or pursuant to a Decree that specify which 

of the risks pertaining to a sector other than the sectors for which a licence to pursue the business of a non-life 

insurer was granted may be insured as ancillary risks, and which risks may not be combined as ancillary risks 

with other sectors.

Section 3:37

1. A life insurer, funeral expenses and benefits in kind insurer or non-life insurer having its registered office in the 

Netherlands that intends to pursue its business from a branch office situated outside the Netherlands, shall 

appoint a person as its representative.

2. The representative shall, by operation of law, have the same powers as an insurer as referred to in Subsection 

(1) as regards pursuing the business of a life insurer or non-life insurer from the branch offices. The 

representative shall exercise these powers in any case if the Dutch Central Bank so requests with a view to 

compliance with the provisions arising from this part.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

3. If the representative is a legal person, it shall in turn appoint a natural person who may exclusively represent the 

legal person in exercising its powers and performing its obligations.

4. Sections 3:8 and 3:9 shall apply mutatis mutandis to the person appointed as an insurer’s representative and to 

the natural person referred to in Subsection (3).

Section 3:38

A non-life insurer having its registered office in the Netherlands may not underwrite risks caused by or arising from 

armed conflict, civil war, insurrection, civil commotion, riot or mutiny. However, they may underwrite risks of acts of 

war in sea, transport, aircraft and travel insurance contracts in the generally accepted acts of war clauses, provided 

the Dutch Central Bank raises no objections. 

Section 3:38a 

No entity for risk acceptance having its regstered office in the Netherlands that holds a license for conducting its 

activities may perform activities other than the activities for which the license was granted. In derogation from the 

foregoing, entities for risk acceptance having their registered office in the Netherlands shall be permitted to perform 

trading activities arising from their business. 

Section 3:38b 

Rules may be laid down by or pursuant to a Decree as regards the terms and conditions included in contracts that 

are concluded by entities for risk acceptance.

3.3.4.2. Financial enterprises having their registered office in another Member State

Section 3:39

1. A bank having its registered office in another Member State that pursues its business from a branch office 

situated in the Netherlands may perform at least the activities listed in Annex I to the Recast Banking Directive, 

unless the licence granted in that Member State expressly provides otherwise or the notification referred to in 

Section 2:14(1) does not specify the performance of those activities.

2. A bank having its registered office in another Member State that pursues its business by providing services to 

the Netherlands may perform at least the activities listed in Annex I to the Recast Banking Directive, unless the 

licence granted in that Member State expressly provides otherwise or it has failed to notify the supervisory 

authority of the Member State where it has its registered office of the activities which it intends to perform by 

providing services to the Netherlands.

3. Section 3:34 shall apply mutatis mutandis to electronic money institutions having their registered office in 

another Member State that pursue their business either from a branch office or by providing services to the 

Netherlands.

Section 3:40

Rules shall be laid down by or pursuant to a Decree as regards the address of the representative appointed by a 

life insurer or non-life insurer having its registered office in another Member State to which information may be 

supplied in a legally valid manner, as well as regulations on the circumstances under which the representative will 

cease to be a representative. 

Section 3:41

Rules shall be laid down by or pursuant to a Decree as regards the conditions on which changes with regard to 

subjects on which the Dutch Central Bank received data under Section 2:17(2), 2:36(3) or 2:37(2) may be 

implemented. 

Section 3:42
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

A life insurer or non-life insurer having its registered office in another Member State shall notify the Dutch Central 

Bank of changes with regard to subjects on which data must be provided pursuant to Section 2:39(1). Provisions 

shall be laid down by or pursuant to a Decree, specifying the procedures to be followed, with regard to the data to 

be supplied on that occasion and, where applicable, the conditions on which the changes may be implemented. 

3.3.4.3. Financial enterprises having their registered office in a non-Member State

Section 3:43

1. Sections 3:32, 3:34, 3:36 and 3:38 shall apply mutatis mutandis to a bank, life insurer or non-life insurer having 

its registered office in a non-Member State that pursues its business from a branch office situated in the 

Netherlands, insofar as these sections relate to the financial enterprises concerned.

2. A credit institution or a life insurer or non-life insurer having its registered office in a non-Member State that 

pursues its business from a branch office situated in the Netherlands shall notify the Dutch Central Bank of 

changes with regard to subjects on which data must be provided pursuant to Section 2:21(2), 2:41(2), 2:42(2), 

2:43(2) or 2:46(2). Provisions shall be laid down by or pursuant to a Decree, specifying the procedures to be 

followed, with regard to the data to be supplied on that occasion and, where applicable, the conditions on which 

the changes may be implemented.

Section 3:44

1. A credit institution, life insurer or non-life insurer having its registered office in a non-Member State that has 

decided to dissolve or wind up its branch office situated in the Netherlands, either fully or in part, shall consult 

the Dutch Central Bank on the manner in which the dissolution or winding-up will be effectuated at least 13 

weeks before the decision is implemented.

2. Section 3:30(2) to (4) shall apply mutatis mutandis.

Section 3:45

If a financial enterprise has been licensed to pursues the business of a bank and this licence does not include the 

provision of investment services or performance of investment activities, it may apply for an extension of the licence 

to these activities if it ensures and demonstrates that it complies with the provisions arising from Sections 4:91a, as 

regards the requirements applicable to the trading process and the settlement of transactions in a multilateral 

trading facility if the applicant intends to operate a multilateral trading facility, 4:14(2)(c) under 1° to 6° and 4:87 as 

regards the licence application. 

Section 3:46

A credit institution having its registered office in a non-Member State that pursues its business from a branch office 

situated in the Netherlands and that is a subsidiary of a credit institution having its registered office in a nonMember State, shall be under sufficient consolidated supervision in the State where the latter credit institution has 

its registered office. 

Section 3:47 

1. A life insurer or non-life insurer having its registered office in a non-Member State that intends to pursue its 

business from a branch office situated in the Netherlands, shall appoint a person residing in the Netherlands as 

its representative.

2. The insurer’s representative shall, by operation of law, have the same powers as the life insurer or non-life 

insurer as regards pursuing the business of a life insurer or non-life insurer respectively from the branch offices 

situated in the Netherlands. The representative shall exercise these powers insofar as the Dutch Central Bank 

so requests with a view to compliance with the provisions arising from this part.

3. The insurer’s representative shall comply with the rules arising from this Act on the insurer’s behalf. The lack of 

a representative or a default on its part shall not release the life insurer or non-life insurer from the obligation to 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

comply with such rules.

4. On application, the Dutch Central Bank may, whether or not for a fixed period, grant a full or partial dispensation 

from Subsection (3), first sentence if the applicant demonstrates that it cannot reasonably comply with those 

provisions and that the objectives which this section seeks to achieve are achieved in other ways.

5. If the insurer’s representative is a legal person, it shall in turn appoint a natural person residing in the 

Netherlands who may exclusively represent the legal person in exercising its powers and performing its 

obligations under this Act.

6. Rules shall be laid down by or pursuant to a Decree as regards the address of the representative appointed by 

a life insurer or non-life insurer having its registered office in a non-Member State to which information may be 

supplied in a legally valid manner, as well as regulations on the circumstances under which the representative 

will cease to be a representative and on the representative’s succession.

7. The representative’s place of residence shall be classified as the insurer’s domicile in the Netherlands, on the 

understanding that, if the representative is a natural person with a place of business, this place of business shall 

be regarded as the insurer’s domicile.

8. Sections 3:8 and 3:9 shall apply mutatis mutandis to the person that has been appointed as an insurer’s 

representative and is a natural person, and to the natural person referred to in Subsection (5).

Section 3:48

1. A life insurer or non-life insurer having its registered office in a non-Member State that conducts its business by 

providing services to the Netherlands from a place of business in a non-Member State, shall notify the Dutch 

Central Bank of changes with regard to subjects on which data must be provided pursuant to Section 2:45(2).

2. A life insurer or non-life insurer having its registered office in a non-Member State that conducts its business by 

providing services to the Netherlands from a branch office in another Member State, shall notify the Dutch 

Central Bank of changes with regard to subjects on which data must be provided pursuant to Section 2:46(2).

3. Provisions shall be laid down by or pursuant to a Decree, specifying the procedures to be followed, with regard 

to the changes to be reported, the data to be supplied on that occasion and, where applicable, the conditions 

on which the changes may be implemented.

3.3.4.4. Financial enterprises having their registered office outside the Netherlands

Section 3:49

Section 3:29 shall apply mutatis mutandis to clearing institutions, entities for risk acceptance, reinsurers and funeral 

expenses and benefits in kind insurers which provided data pursuant to Sections 2:7(2), 2:9(1), 2:26f(2), 2:51(2), 

2:53(1), 2:54e(2) or 2:54f(2). 

Section 3:50

1. Section 3:44 shall apply mutatis mutandis to funeral expenses and benefits in kind insurers, entities for risk 

acceptance and reinsurers having their registered office in a non-designated State. 

2. Section 3:47 shall apply mutatis mutandis to funeral expenses and benefits in kind insurers having their 

registered office outside the Netherlands. 

Section 3:51

A funeral expenses and benefits in kind insurer having its registered office in a non-designated State may not 

conduct a business other than the business of a funeral expenses and benefits in kind insurer from a branch office 

situated in the Netherlands. 

Section 3:52
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

A funeral expenses and benefits in kind insurer having its registered office in a non-designated State that pursues 

its business by providing services to the Netherlands shall notify the Dutch Central Bank of changes with regard to 

subjects on which data must be provided pursuant to Section 2:53. Provisions shall be laid down by or pursuant to 

a Decree, specifying the procedures to be followed, with regard to the changes to be reported, the data to be 

supplied on that occasion and, where applicable, the conditions on which the changes may be implemented. 

Part 3.3.5. Minimum equity capital

3.3.5.1. Financial enterprises having their registered office in the Netherlands

Section 3:53

1. A management company of a collective investment scheme having its registered office in the Netherlands that 

offers units in the Netherlands, an investment firm having its registered office in the Netherlands that provides 

investment services or performs investment activities in the Netherlands, a depositary associated with a 

collective investment scheme having its registered office in the Netherlands of which units are offered in the 

Netherlands, a clearing institution, entity for risk acceptance, credit institution or insurer having its registered 

office in the Netherlands shall have a minimum amount of equity capital at its disposal.

2. Without prejudice to Subsection (1), an insurer as referred to in Subsection (1) shall have sufficient financial 

resources at its disposal to cover the costs of administrative procedures and the production network.

3. Rules shall be laid down by or pursuant to a Decree as regards the size and composition of the minimum 

amount of equity capital. In determining the minimum amount of equity capital, the term ‘equity capital’ shall be 

defined for the respective legal forms.

4. The minimum amount of equity capital for an insurer as referred to in Subsection (1) shall be expressed as the 

minimum amount of the guarantee fund.

5. If a management company, not being a management company of an enterprise for collective investment in 

transferable securities or a depositary as referred to in Subsection (1), expects or may reasonably expect that 

the minimum amount of its equity capital does not or will not comply with the rules referred to in Subsection (3), 

it shall, without delay, notify the Dutch Central Bank of this.

6. On application, the Dutch Central Bank may, whether or not for a fixed period, grant a full or partial dispensation 

from Subsections (1) or (3) to a management company, investment firm, depositary, clearing institution or credit 

institution as referred to in Subsection (1), if the applicant demonstrates that it cannot reasonably comply with 

those subsections and that the objectives which this section seeks to achieve are achieved in other ways.

3.3.5.2. Financial enterprises having their registered office in a non-Member State

Section 3:54

1. Section 3:53(1), (3), (4) and (6) shall apply mutatis mutandis to investment firms having their registered office in 

a non-Member State that provide investment services or perform investment activities in the Netherlands, and 

to credit institutions, life insurers and non-life insurers having their registered office in a non-Member State that 

pursue their business from branch offices situated in the Netherlands. 

2. Section 3:53(2) shall apply mutatis mutandis to funeral expenses and benefits in kind insurers and non-life 

insurers having their registered office in a non-designated State that conduct their business from branch offices 

situated in the Netherlands.

3. Rules shall be laid down by or pursuant to a Decree as regards the minimum amount of the guarantee fund and 

the localisation of the assets representing the solvency margin of the branch office of the life insurer or non-life 

insurer. It may thereby be determined that certain acts of the life insurer or non-life insurer shall require the 

Dutch Central Bank’s permission.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

3.3.5.3. Financial enterprises having their registered office in a non-designated State

Section 3:55

1. Section 3:53(1), (3), (4) and (6) shall apply mutatis mutandis to management companies of a collective 

investment scheme having its registered office in a non-designated State that offers units in the Netherlands, 

depositaries associated with a collective investment scheme having its registered office in a non-designated 

State of which units are offered in the Netherlands, and to clearing institutions and funeral expenses and 

benefits in kind insurers having their registered office in a non-designated State that pursue their business from 

branch offices situated in the Netherlands. Section 3:53(5) shall apply mutatis mutandis to management 

companies and depositaries as referred to in the preceding sentence.

2. Rules shall be laid down by or pursuant to a Decree as regards the minimum amount of the guarantee fund and 

the localisation of the assets representing the solvency margin of the branch office of the funeral expenses and 

benefits in kind insurer. It may thereby be determined that certain acts of the funeral expenses and benefits in 

kind insurer shall require the Dutch Central Bank’s permission.

Section 3:55a 

1. Section 3:53(1) to (4) shall apply mutatis mutandis to entities for risk acceptance and reinsurers having their 

registered office in a non-designated State that pursue their business from branch offices situated in the 

Netherlands.

2. Rules shall be laid down by or pursuant to a Decree with regard to the minimum amount of the guarantee fund.

Section 3:56

Section 3:53(2) shall apply mutatis mutandis to funeral expenses and benefits in kind insurers having their 

registered office in a non-designated State that pursue their business from branch offices situated in the 

Netherlands. 

Part 3.3.6. Solvency

3.3.6.1. Financial enterprises having their registered office in the Netherlands

Section 3:57

1. A management company of an enterprise for collective investment in transferable securities having its 

registered office in the Netherlands that offers units in the Netherlands, an investment firm having its registered 

office in the Netherlands that provides investment services or performs investment activities in the Netherlands, 

a clearing institution, entity for risk acceptance, credit institution or insurer having its registered office in the 

Netherlands shall be sufficiently solvent.

2. For management companies, investment firms, clearing institutions, credit institutions and insurers referred to in 

Subsection (1), rules shall be laid down by or pursuant to a Decree as regards the calculation of the minimum 

level of solvency, the composition of the solvency and the valuation of the assets included in the solvency. 

Rules shall also be laid down with regard to the guarantee fund referred to in Subsection (4). For an entity for 

risk acceptance, rules may be laid down by or pursuant to a Decree as regards the subjects referred to in the 

first sentence. 

3. The solvency to be maintained by a management company, investment firm, clearing institution or credit 

institution as referred to in Subsection (1) shall be expressed in terms of qualifying capital. The solvency to be 

maintained by an entity for risk acceptance or insurer as referred to in Subsection (1) shall be expressed as a 

solvency margin. 

4. The guarantee fund shall constitute one third part of the minimum solvency margin calculated in accordance 

with Subsection (2) of an entity for risk acceptance or insurer as referred to in Subsection (1). 

5. If a financial enterprise as referred to in Subsection (1) expects or may reasonably expect that its solvency does 

not or will not comply with the rules referred to in Subsection (2), it shall, without delay, notify the Dutch Central 

Bank of this. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

6. Rules shall be laid down by or pursuant to a Decree as regards maintaining balance sheet items or off-balance 

sheet items by management companies, investment firms, clearing institutions and credit institutions referred to 

in Subsection (1), enterprises for collective investment in transferable securities that are an investment 

company having its registered office in the Netherlands and depositaries associated with an enterprise for 

collective investment in transferable securities having its registered office in the Netherlands. 

7. On application, the Dutch Central Bank may, whether or not for a fixed period, grant a full or partial 

dispensation from Subsections (1), (2) or (6) to a management company, investment firm, clearing institution or 

credit institution as referred to in Subsection (1), if the applicant demonstrates that it cannot reasonably comply 

with those subsections and that the objectives which this section seeks to achieve are achieved in other ways. 

3.3.6.2. Financial enterprises having their registered office in a non-Member State

Section 3:58

1. Section 3:57 shall apply mutatis mutandis to investment firms having their registered office in a non-Member 

State that provide investment services or perform investment activities in the Netherlands, and to credit 

institutions, life insurers and non-life insurers having their registered office in a non-Member State that pursue 

their business from branch offices situated in the Netherlands.

2. Section 3:57 shall apply mutatis mutandis to life insurers and non-life insurers having their registered office in a 

non-Member State that conduct their business by providing services to the Netherlands from a place of 

business in a non-Member State.

Section 3:59

1. Section 3:57 shall apply mutatis mutandis to branch offices situated in the Netherlands of life insurers or non-life 

insurers having their registered office in a non-Member State.

2. Rules shall be laid down by or pursuant to a Decree as regards the guarantee fund and the localisation of the 

assets representing the solvency margin of the branch office of a financial enterprise as referred to in 

Subsection (1).

Section 3:60

1. On application, a life insurer or non-life insurer having its registered office in a non-Member State that pursues 

or intends to pursue its business from a branch office situated in the Netherlands and from a branch office 

situated in another Member State, may be granted a dispensation from the provisions arising from Sections 

3:54(1) and (3) and 3:59, with the effect that: 

a. the solvency margin is calculated based on the entire business of the life insurer or non-life insurer which the 

life insurer or non-life insurer pursues from the branch offices situated in the Member States; 

b. the assets representing the guarantee fund are situated in the Member State from which the solvency 

margin of the branch office is supervised; and 

c. at least half of the minimum guarantee fund is kept in assets in accordance with the applicable regulations in 

the Member State from which the solvency margin of the branch office is supervised. 

2. The application for the dispensation shall state the reasons for choosing the supervisory authority that will be 

responsible for supervising the solvency margin referred to in Subsection (1)(a). 

3.3.6.3. Financial enterprises having their registered office in a non-designated State

Section 3:61

1. Section 3:57 shall apply mutatis mutandis to clearing institutions, entities for risk acceptance, reinsurers and 

funeral expenses and benefits in kind insurers having their registered office in a non-designated State that 

pursue their business from branch offices situated in the Netherlands. 

2. Section 3:57 shall apply mutatis mutandis to entities for risk acceptance, reinsurers or funeral expenses and 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

benefits in kind insurers having their registered office in a non-designated State that pursue their business by 

providing services to the Netherlands from a place of business in a non-designated State. 

Section 3:62

1. Section 3:57 shall apply mutatis mutandis to branch offices situated in the Netherlands of entities for risk 

acceptance, reinsurers having their registered office in a non-designated State and to branch offices of funeral 

expenses and benefits in kind insurers having their registered office in a non-designated State. 

2. Rules shall be laid down by or pursuant to a Decree as regards the localisation of the assets representing the 

solvency margin of the branch office of a funeral expenses and benefits in kind insurer having its registered 

office in a non-designated State.

Part 3.3.7. Liquidity

3.3.7.1. Financial enterprises having their registered office in the Netherlands

Section 3:63

1. A collective investment scheme having its registered office in the Netherlands whose units are repurchased or 

repaid in the Netherlands, either directly or indirectly, out of the assets at the unit holders’ request, a clearing 

institution or credit institution having its registered office in the Netherlands shall be sufficiently liquid.

2. Rules shall be laid down by or pursuant to a Decree as regards the minimum level, the composition and the 

calculation of the liquidity of a financial enterprise as referred to in Subsection (1).

3. If a financial enterprise as referred to in Subsection (1) expects or may reasonably expect that its liquidity does 

not or will not comply with the rules referred to in Subsection (2), it shall, without delay, notify the Dutch Central 

Bank of this.

4. On application, the Dutch Central Bank may, whether or not for a fixed period, grant a full or partial dispensation 

from Subsections (1) or (2) if the applicant demonstrates that it cannot reasonably comply with those 

subsections and that the objectives which this section seeks to achieve are achieved in other ways.

3.3.7.2. Financial enterprises having their registered office in another Member State

Section 3:64

Section 3:63 shall apply mutatis mutandis to banks having their registered office in another Member State that 

pursue their business from branch offices situated in the Netherlands. 

3.3.7.3. Financial enterprises having their registered office in a non-Member State

Section 3:65

Section 3:63 shall apply mutatis mutandis to credit institutions having their registered office in a non-Member State 

that pursue their business from branch offices situated in the Netherlands. 

3.3.7.4. Financial enterprises having their registered office in a non-designated State

Section 3:66

Section 3:63 shall apply mutatis mutandis to collective investment schemes having their registered office in a nondesignated State whose units are repurchased or repaid in the Netherlands, either directly or indirectly, out of the 

assets at the unit holders’ request, and to clearing institutions having their registered office in a non-designated 

State that pursue their business from branch offices situated in the Netherlands. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Part 3.3.8. Technical facilities

3.3.8.1. Insurers having their registered office in the Netherlands

Section 3:67 

1. An entity for risk acceptance or insurer having its registered office in the Netherlands shall maintain adequate 

technical facilities. The technical facilities shall be fully covered by assets.

2. A life insurer having its registered office in the Netherlands shall determine the premiums for life insurance 

contracts in an adequate manner, with due regard for all the financial aspects of its enterprise.

3. A life insurer, non-life insurer or funeral expenses and benefits in kind insurer shall fully cover the liabilities 

arising from claims as referred to in Section 3:198(2)(b), (c), and (d), (3)(a), (b) and (c), or (4)(a), (b) and (c) by 

assets.

4. Rules shall be laid down by or pursuant to a Decree as regards:

a. he provisions of Subsections (1) and (3); and 

b. the localisation of the assets referred to in Subsections (1) and (3), and the currency in which those assets 

are denominated. 

5. On application, the Dutch Central Bank may, whether or not for a fixed period, grant a full or partial dispensation 

from the provisions arising from Subsection (4)(a), where it concerns rules relating to the cover by assets of the 

technical facilities and the liabilities referred to in Subsection (3), or from Subsection (4)(b), if the applicant 

demonstrates that it cannot reasonably comply with those provisions and that the objectives which this section 

seeks to achieve are achieved in other ways. 

3.3.8.2. Life insurers and non-life insurers having their registered office in a non-Member State

Section 3:68

1. A life insurer or non-life insurer having its registered office in a non-Member State shall maintain adequate 

technical facilities for liabilities assumed from a branch office situated in the Netherlands under life insurance 

contracts and non-life insurance contracts respectively. The technical facilities shall be fully covered by assets.

2. Section 3:67(2), first sentence shall apply mutatis mutandis to life insurers as referred to in Subsection (1).

3. The life insurer or non-life insurer shall fully cover the liabilities arising from claims as referred to in Section 

3:198(2)(b), (c) and (d), or (3)(a), (b) and (c), by assets.

4. Section 3:67(4) and (5) shall apply mutatis mutandis to life insurers and non-life insurers.

3.3.8.3. Reinsurers having their registered office in a non-designated State and funeral expenses and 

benefits in kind insurers having their registered office in a non-designated State

Section 3:68a 

1. An entity for risk acceptance or reinsurer having its registered office in a non-designated State shall maintain 

adequate technical facilities for liabilities assumed from a branch office situated in the Netherlands under 

reinsurance contracts. The technical facilities shall be fully covered by assets.

2. Rules may be laid down by or pursuant to a Decree in respect of Subsection (1).

3. On application, the Dutch Central Bank may, whether or not for a fixed period, grant a full or partial 

dispensation from the provisions of Subsection (1) if the applicant demonstrates that it cannot reasonably 

comply with those subsections and that the objectives which this section seeks to achieve are achieved in other 

ways.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 3:69

1. A funeral expenses and benefits in kind insurer having its registered office in a non-designated State shall 

maintain adequate technical facilities for liabilities assumed from a branch office situated in the Netherlands under 

funeral expenses and benefits in kind insurance contracts. The technical facilities shall be fully covered by 

assets.

2. The funeral expenses and benefits in kind insurer shall fully cover the liabilities arising from claims as referred to 

in Section 3:198(4)(a), (b) and (c) by assets.

3. Section 3:67(4) and (5) shall apply mutatis mutandis to funeral expenses and benefits in kind insurers.

Part 3.3.9. Accounting and reporting

3.3.9.1. Financial enterprises having their registered office in the Netherlands 

Section 3:70 

1. The financial year of an entity for risk acceptance or insurer having its registered office in the Netherlands shall 

coincide with the calendar year. 

2. On application, the Dutch Central Bank may, whether or not for a fixed period, grant a dispensation from 

Subsection (1) if the applicant demonstrates that it cannot reasonably comply with that subsection and that the 

objectives which this section seeks to achieve are achieved in other ways. 

Section 3:71

1. A clearing institution, entity for risk acceptance, credit institution or insurer having its registered office in the 

Netherlands shall provide the Dutch Central Bank within six months of the end of the financial year with the 

annual accounts, the annual report and the other information referred to in Sections 361(1) or 391(1), and 

392(1)(a) to (h) of Book 2 of the Dutch Civil Code.

2. Rules shall be laid down by or pursuant to a Decree as regards the manner in which the annual accounts, the 

annual report and the other information will be provided.

3. Without prejudice to the provisions of Title 9 of Book 2 of the Dutch Civil Code, the Dutch Central Bank may, on 

application, whether or not for a fixed period, grant a full or partial dispensation from Subsection (1) if the 

applicant demonstrates that it cannot reasonably comply with that subsection and that the objectives which this 

section seeks to achieve are achieved in other ways.

Section 3:72

1. An investment firm having its registered office in the Netherlands that provides investment services or performs 

investment activities in the Netherlands, a clearing institution or credit institution having its registered office in 

the Netherlands shall periodically provide the Dutch Central Bank, within the terms specified for that purpose, 

with the statements, which may include consolidated statements, required by the latter in order to supervise 

compliance with the provisions laid down by or pursuant to this part.

2. Subsection (1) shall not apply to financial enterprises as referred to in Subsection (1) that have been granted a 

dispensation as referred to in Section 3:57(7) or 3:63(4).

3. An entity for risk acceptance or insurer having its registered office in the Netherlands shall periodically provide 

the Dutch Central Bank, within the terms specified for that purpose, with the statements required by the latter in 

order to supervise compliance with the provisions laid down by or pursuant to this part.

4. If a life insurer or funeral expenses and benefits in kind insurer having its registered office in the Netherlands 

has concluded a new type of life insurance or funeral expenses and benefits in kind insurance contract, it shall 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

enclose with the statements a summary of the technical principles for the calculation of the rate concerned and 

of the technical facilities concerned. With the statements, the life insurer or funeral expenses and benefits in 

kind insurer shall also enclose a summary of the changes in the technical principles for the calculation of its 

rates and of the technical facilities.

5. Rules shall be laid down by or pursuant to a Decree as regards the content and models of the statements and 

the manner, periodicity and terms of their submission, which rules shall also stipulate which statements will be 

submitted and which statements will be made public.

6. If an event occurs or has occurred which seriously affects or may seriously affect the financial position of a 

financial enterprise as referred to in Subsections (1) or (3), the Dutch Central Bank may prescribe that one or 

more statements must temporarily be submitted with a higher frequency or within a shorter period than would be 

required pursuant to Subsection (5). These statements shall not be made public.

7. Statements submitted by a clearing institution, entity for risk acceptance, credit institution or insurer shall 

periodically be accompanied by a statement issued by an auditor regarding the fair presentation. The Dutch 

Central Bank may stipulate that statements submitted by an investment firm must be accompanied by a 

statement as referred to in the first sentence. The auditor shall certify the statements concerned. Rules shall be 

laid down by or pursuant to a Decree as regards the audit and the certification of the statements.

8. On application, the Dutch Central Bank may, whether or not for a fixed period, grant a full or partial dispensation 

from Subsections (1) or (3) if the applicant demonstrates that it cannot reasonably comply with those 

subsections and that the objectives which this section seeks to achieve are achieved in other ways.

9. An entity for risk acceptance or insurer shall make the statements to be made public pursuant to Subsection (5) 

available for public inspection at all its offices in the Netherlands up to 18 months following the end of the 

financial year. During that period, it shall, on request, issue copies on payment of a fee not exceeding the cost 

price.

10. The Dutch Central Bank shall periodically publish the most important aggregated data based on the statements 

it has received pursuant to Subsection (1) from credit institutions having their registered office in the 

Netherlands.

Section 3:73

One of the statements referred to in Section 3:72(3) shall include the actuarial report. The actuarial report shall be 

accompanied by an actuary’s statement to the effect that the latter ascertained that the provisions listed in the 

actuarial report were adequately established. The actuary shall certify the statements concerned. The actuary may 

provide explanatory notes to its statement or make reservations on any point. Rules shall be laid down by or 

pursuant to a Decree as regards the audit of the actuarial report. 

Section 3:74

1. Within six months of the end of the financial year, a life insurer or non-life insurer having its registered office in 

the Netherlands shall provide the Dutch Central Bank with a summary of the life insurance contracts and nonlife insurance contracts concluded from places of business situated in the Netherlands or other Member States, 

separately listing the insurance contracts concluded as a result of the provision of services to other Member 

States.

2. Rules shall be laid down by or pursuant to a Decree as regards the content and models of the summaries and 

the manner in which these will be submitted.

3. Subsection (1) shall not apply to the life insurance or non-life insurance contracts concluded from the places of 

business in the Netherlands that do not involve any provision of services.

4. The Dutch Central Bank shall supply the data referred to in Subsection (1) with regard to a Member State in 

aggregated form to the supervisory authority of that Member State where the latter so requests.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 3:74a 

1. A bank or investment firm having its registered office in the Netherlands shall disclose at least once a year the 

information referred to in Annex XII, sections 2 and 3, to the Recast Banking Directive that influences or may 

influence the opinion or decision of any party taking decisions of a financial nature on the basis of that 

information. The financial enterprise shall disclose some or all of that information with a higher frequency if this 

should be necessary with a view to the nature of its activities.

2. The financial enterprise may refrain from disclosing this information if such disclosure were to affect its 

competitive position or reduce the value of its investments, or if the information relates to obligations towards 

customers or to relations with other counterparties that are subject to a duty of secrecy. In that case, the 

financial enterprise shall state in the information disclosed pursuant to Subsection (1) that certain information is 

missing, and why this information is missing. In the place of the missing information, it shall disclose aggregated 

information in respect of the substance of the missing information.

3. The financial enterprise shall describe how it will disclose the information referred to in Subsection (1) and how 

and with what frequency it will verify the accuracy of this information. It shall provide this description to the 

Dutch Central Bank before the end of the financial year to which the information relates. If the information is not 

disclosed in the documents referred to in Section 3:71(1) or 4:85(1), the financial enterprise shall indicate in 

those documents in what manner the information will be disclosed.

4. Where the exercise of prudential supervision requires this, the Dutch Central Bank may decide that a financial 

enterprise:

a. must disclose certain information as referred to in Subsection (1); 

b. must disclose information as referred to in Subsection (1) with a particular frequency or by a particular 

deadline; 

c. must disclose information as referred to in Subsection (1) in a particular manner; or 

d. must verify in a particular manner the accuracy of information as referred to in Subsection (1) for which 

there is no statutory verification requirement. 

3.3.9.2. Financial enterprises having their registered office in another Member State

Section 3:75

A bank having its registered office in another Member State that pursues its business from a branch office situated 

in the Netherlands shall keep at least one set of separate accounts relating to the branch office situated in the 

Netherlands, in such a way as to enable the Dutch Central Bank to supervise compliance with the provisions arising 

from Section 3:63 in conjunction with Section 3:64. 

Section 3:76

1. A bank having its registered office in another Member State that pursues its business from a branch office 

situated in the Netherlands shall provide the Dutch Central Bank within six months of the end of the financial 

year with the annual accounts, the consolidated accounts and the annual report.

2. The annual accounts shall be accompanied by a statement regarding the fair presentation, issued by an auditor 

or by an expert competent to audit the annual accounts under the law of the Member State where the bank has 

its registered office.

Section 3:77

Where the Dutch Central Bank requests this, a branch office situated in the Netherlands of a bank having its 

registered office in another Member State shall provide the Dutch Central Bank, whether or not periodically, with 

statements as referred to in Section 3:72(1) which the latter requires in order to supervise compliance with the 

provisions arising from Section 3:63 in conjunction with Section 3:64. Section 3:72(5) to (8) and (10) shall apply 

mutatis mutandis. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 3:78

1. A life insurer or non-life insurer having its registered office in another Member State that pursues its business 

from a branch office situated in a non-Member State by providing services to the Netherlands shall, within six 

months of the end of the financial year, provide the Dutch Central Bank with a summary of the life insurance or 

non-life insurance contracts concluded from the branch offices as a result of the provision of services to the 

Netherlands.

2. Rules shall be laid down by or pursuant to a Decree as regards the content and models of the summaries and 

the manner in which these will be submitted.

3.3.9.3. Financial enterprises having their registered office in a non-Member State

Section 3:79

Section 3:70 shall apply mutatis mutandis to life insurers and non-life insurers having their registered office in a 

non-Member State that pursue their business from branch offices situated in the Netherlands. 

Section 3:80

Section 3:75 shall apply mutatis mutandis to credit institutions, life insurers and non-life insurers having their 

registered office in a non-Member State that pursue their business from branch offices situated in the Netherlands. 

Section 3:81

1. A credit institution, life insurer or non-life insurer having its registered office in a non-Member State that pursues 

its business from a branch office situated in the Netherlands shall, within six months of the end of the financial 

year, provide the Dutch Central Bank with the annual accounts, the consolidated accounts and the annual 

report. 

2. Rules shall be laid down by or pursuant to a Decree as regards the manner in which the annual accounts, the 

consolidated accounts and the annual report will be submitted.

3. The annual accounts shall be accompanied by a statement regarding the fair presentation, or by a statement 

equivalent to the statement regarding the fair presentation, issued by an auditor or by an expert competent to 

audit the annual accounts under the law of the State where the financial enterprise referred to in Subsection (1) 

has its registered office.

Section 3:82

1. Section 3:72(1) and (5) to (8) shall apply mutatis mutandis to investment firms having their registered office in a 

non-Member State that provide investment services or perform investment activities in the Netherlands, and to 

branch offices situated in the Netherlands of credit institutions having their registered office in a non-Member 

State, on the understanding that the statements shall be accompanied by a statement regarding the fair 

presentation, or by a statement equivalent to the statement regarding the fair presentation, issued by an auditor 

or by an expert competent to audit the statements under the law of the State where the investment firm has its 

registered office. Section 3:72(10) shall apply mutatis mutandis to branch offices situated in the Netherlands of 

credit institutions having their registered office in a non-Member State.

2. Sections 3:72(3) and (5) to (9) and 3:73 shall apply mutatis mutandis to branch offices in the Netherlands of life 

insurers or non-life insurers having their registered office in a non-Member State, on the understanding that the 

statements shall be accompanied by a statement regarding the fair presentation, or by a statement equivalent to 

the statement regarding the fair presentation, issued by an auditor or by an expert competent to audit the 

statements under the law of the State where the life insurer or non-life insurer has its registered office. Section 

3:72(4) shall apply mutatis mutandis to branch offices situated in the Netherlands of life insurers having their 

registered office in a non-Member State.

Section 3:83
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. A life insurer or non-life insurer having its registered office in a non-Member State shall, within six months of the 

end of the financial year, provide the Dutch Central Bank with a summary of the life insurance contracts and 

non-life insurance contracts concluded from the branch offices situated in the Netherlands as a result of the 

provision of services to other Member States.

2. Rules shall be laid down by or pursuant to a Decree as regards the content and models of the summaries and 

the manner in which these will be submitted.

3. Section 3:74(4) shall apply mutatis mutandis.

4. Section 3:78 shall apply mutatis mutandis to life insurers and non-life insurers having their registered office in a 

non-Member State that provide services to the Netherlands.

3.3.9.4. Financial enterprises having their registered office in a non-designated State

Section 3:84

Section 3:70 shall apply mutatis mutandis to reinsurers and funeral expenses and benefits in kind insurers having 

their registered office in a non-designated State that pursue their business from branch offices situated in the 

Netherlands. 

Section 3:85

Sections 3:75 and 3:81 shall apply mutatis mutandis to clearing institutions, reinsurers and funeral expenses and 

benefits in kind insurers having their registered office in a non-designated State that conduct their business from 

branch offices situated in the Netherlands. 

Section 3:86

1. Section 3:72(1) and (5) to (8) shall apply mutatis mutandis to branch offices situated in the Netherlands of 

clearing institutions having their registered office in a non-designated State, on the understanding that the 

statements shall be accompanied by a statement regarding the fair presentation, or by a statement equivalent to 

the statement regarding the fair presentation, issued by an auditor or by an expert competent to audit the 

statements under the law of the State where the clearing institution has its registered office.

2. Sections 3:72 (3) to (9) and 3:73 shall apply mutatis mutandis to branch offices situated in the Netherlands of 

reinsurers and funeral expenses and benefits in kind insurers having their registered office in a non-designated 

State, on the understanding that the statements shall be accompanied by a statement regarding the fair 

presentation, or by a statement equivalent to the statement regarding the fair presentation, issued by an auditor 

or by an expert competent to audit the statements under the law of the State where the funeral expenses and 

benefits in kind insurer has its registered office.

Section 3:87

1. A funeral expenses and benefits in kind insurer having its registered office in a non-designated State that 

pursues its business by providing services to the Netherlands shall, within six months of the end of the financial 

year, provide the Dutch Central Bank with a summary of the funeral expenses and benefits in kind insurance 

contracts concluded as a result of the provision of services to the Netherlands.

2. Rules shall be laid down by or pursuant to a Decree as regards the content and models of the summaries 

referred to in Subsection (1) and the manner in which these will be submitted.

Part 3.3.10. Notification obligations of the auditor and the actuary

3.3.10.1. Financial enterprises having their registered office in the Netherlands

Section 3:88
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. An auditor auditing the annual accounts of a management company of a collective investment scheme having 

its registered office in the Netherlands of which units are offered in the Netherlands, a collective investment 

scheme of which units are offered in the Netherlands, an investment firm having its registered office in the 

Netherlands that provides investment services or performs investment activities in the Netherlands, a clearing 

institution, credit institution or insurer having its registered office in the Netherlands, or auditing the statements 

of a financial enterprise having its registered office in the Netherlands as referred to in Section 3:72(1) or (3), 

shall notify the Dutch Central Bank as soon as possible of any circumstance which came to its attention during 

the audit and which: 

a. is contrary to the obligations imposed pursuant to this part; or 

b. threatens the continuity of the financial enterprise. 

2. An auditor auditing the annual accounts of a clearing institution, credit institution or insurer having its registered 

office in the Netherlands, or auditing the statements of a financial enterprise having its registered office in the 

Netherlands as referred to in Section 3:72(1) or (3), shall notify the Dutch Central Bank as soon as possible of 

any circumstance which came to its attention during the audit and which causes it to withhold a statement 

regarding the fair presentation or to make reservations.

3. Subsections (1) and (2) shall apply mutatis mutandis to an auditor that, apart from auditing the annual accounts 

or the statements referred to in Subsection (1) and (2), also audits the annual accounts or the statements of a 

person to which a financial enterprise as referred to in Subsections (1) or (2) is affiliated in a formal or actual 

control structure.

4. The auditor referred to in Subsection (2) shall provide the Dutch Central Bank as soon as possible with 

information to be specified by Decree for the purpose of the supervision of the financial enterprise. Rules shall 

be laid down by Decree as regards the procedures to be observed.

5. The Dutch Central Bank shall provide the financial enterprise with the opportunity to be present when the 

auditor makes the notification referred to in Subsections (1) or (2) and when the auditor supplies the information 

referred to in Subsection (4). 

6. The auditor that has made a notification pursuant to Subsections (1), (2) or (3) or has supplied information to 

the Dutch Central Bank pursuant to Subsection (4) shall not be liable for subsequent third-party losses, unless it 

is demonstrated that, in view of all the facts and circumstances, it should not within reason have made the 

notification or supplied the information. 

Section 3:89

1. The actuary auditing the actuarial report of an insurer as referred to in Section 3:73 shall provide the Dutch 

Central Bank as soon as possible with information to be specified by Decree for the purpose of the supervision 

of the insurer. Rules shall be laid down by Decree as regards the procedures to be observed.

2. The Dutch Central Bank shall provide the insurer with the opportunity to be present when the actuary supplies 

the information.

3. Section 3:88(6) shall apply mutatis mutandis to actuaries that have supplied information to the Dutch Central 

Bank pursuant to Subsection (1).

3.3.10.2. Financial enterprises having their registered office in another Member State

Section 3:90

Section 3:88 shall apply mutatis mutandis to auditors auditing the statements, as referred to in Section 3:77, of a 

branch office situated in the Netherlands of a bank having its registered office in another Member State. 

3.3.10.3. Financial enterprises having their registered office in a non-Member State

Section 3:91
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 3:88 shall apply mutatis mutandis to auditors or other experts auditing the statements, as referred to in 

Section 3:82(1) or (2), of a branch office situated in the Netherlands of an investment firm, credit institution, life 

insurer or non-life insurer having its registered office in a non-Member State, or of an investment firm having its 

registered office in a non-Member State that provides services to the Netherlands. 

Section 3:92

Section 3:89 shall apply mutatis mutandis to actuaries auditing the actuarial report, as referred to in Section 3:82(2), 

of a branch office situated in the Netherlands of a life insurer or non-life insurer having its registered office in a nonMember State. 

3.3.10.4. Financial enterprises having their registered office outside the Netherlands

Section 3:93

Section 3:88 shall apply mutatis mutandis to auditors or other experts auditing the statements, as referred to in 

Section 3:86(1) or (2), of a branch office situated in the Netherlands of a clearing institution having its registered 

office in a non-designated State, reinsurer having its registered office in a non-designated State or funeral 

expenses or benefits in kind insurer having its registered office in a non-designated State. 

Section 3:94

Section 3:89 shall apply mutatis mutandis to actuaries auditing the actuarial report, as referred to in Section 3:86(2), 

of a branch office situated in the Netherlands of a reinsurer or funeral expenses and benefits in kind insurer having 

its registered office in a non-designated State. 

Part 3.3.11. Qualifying holdings in and by financial enterprises

3.3.11.1. Financial enterprises having their registered office in the Netherlands

Section 3:95

1. No party may, except after obtaining a declaration of no objection from the Dutch Central Bank or, in the cases 

referred to in Section 3:97, from Our Minister, own, acquire or increase a qualifying holding or exercise any 

control attached to a qualifying holding in a: 

a. bank having its registered office in the Netherlands; 

b. management company of an enterprise for collective investment in transferable securities having its 

registered office in the Netherlands; 

c. investment firm having its registered office in the Netherlands; or 

d. entity for risk acceptance having its registered office in the Netherlands; or 

e. insurer having its registered office in the Netherlands 

2. The applicant for a declaration of no objection shall file an application with the Dutch Central Bank that contains 

the data to be specified by or pursuant to a Decree. However, the application for a declaration of no objection in 

respect of a qualifying holding in a financial enterprise as referred to in Subsection (1)(b) or (c) may be filed with 

the Authority for the Financial Markets if that financial enterprise does not hold a licence when applying for the 

declaration of no objection.

3. The Dutch Central Bank shall forward an application for a declaration of no objection in respect of an act as 

referred to in Section 3:97(1) to Our Minister, accompanied by its recommendation.

Section 3:96

1. No bank having its registered office in the Netherlands may, except after obtaining a declaration of no objection 

from the Dutch Central Bank or, in the cases referred to in Section 3:97(1), from Our Minister: 

a. reduce its equity capital through a repayment of capital or a distribution of reserves, or make a distribution 

from the provision for general banking risks referred to in Section 424 of Book 2 of the Dutch Civil Code; 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

b. acquire or increase a qualifying holding in a bank, an investment firm, a financial institution or an insurer, if 

the balance sheet total of that bank, investment firm, financial institution or insurer at the time of the 

acquisition or increase exceeds one percent of the consolidated balance sheet total of the bank referred to 

in the opening words; 

c. acquire or increase a qualifying holding in an enterprise, not being a financial enterprise as referred to under 

(b), if the amount paid for the acquisition or increase of that qualifying holding, together with the amounts 

paid for the acquisition and previous increases of that holding, exceeds one percent of the consolidated 

available equity capital of the bank referred to in the opening words; 

d. take over all or a major part of the assets and liabilities of another enterprise or institution, directly or 

indirectly, if the total amount of the assets or the liabilities to be taken over exceeds one percent of the 

consolidated balance sheet total of the bank referred to in the opening words; 

e. merge with another enterprise or institution, if the balance sheet total of the enterprise or institution involved 

in the merger exceeds one percent of the consolidated balance sheet total of the bank referred to in the 

opening words; 

f. carry out a financial or corporate reorganisation; 

g. have a managing partner join the bank. 

2. The applicant for a declaration of no objection shall file an application with the Dutch Central Bank that contains 

the data to be specified by or pursuant to a Decree. The Dutch Central Bank shall forward an application for a 

declaration of no objection in respect of an act as referred to in Section 3:97(1) to Our Minister, accompanied by 

its recommendation.

3. Subsection (1) shall not apply to qualifying holdings in companies whose assets consist of liquid resources for 

more than 90 percent at the moment when the bank acquires the qualifying holding. Provisions shall be laid 

down by or pursuant to a Decree as regards the assets that may be classified as liquid resources.

4. Further rules shall be laid down by or pursuant to a Decree in respect of Subsection (1)(c).

5. A qualifying holding as referred to in Subsection (1)(b)(c) shall not include the voting rights attached to shares 

which a bank may exercise because of a pledge acquired on the shares, and the voting rights attached to 

shares which depositaries of shares cannot exercise at their own discretion. 

Section 3:97

1. Our Minister shall decide on an application for a declaration of no objection in respect of: 

a. owning, acquiring or increasing a qualifying holding as referred to in Section 3:95(1), opening words and 

under (a), or exercising any control attached to a qualifying holding, in a bank having its registered office 

in the Netherlands which, based on its balance sheet total as at the end of the year preceding the 

application, was one of the five largest banks having their registered office in the Netherlands, by: 

1°. a bank having its registered office in the Netherlands which, based on its balance sheet total as at the 

end of the year preceding the application, was one of the five largest banks having their registered 

office in the Netherlands; 

2°. a life insurer, non-life insurer or funeral expenses and benefits in kind insurer having its registered 

office in the Netherlands which, based on its gross premium revenue in the year preceding the 

application, was one of the five largest insurers, with the exception of reinsurers, having their registered 

office in the Netherlands;

3°. a reinsurer having its registered office in the Netherlands which, based on its gross premium revenue 

in the year preceding the application, was one of the five largest reinsurers having their registered 

office in the Netherlands; or 

4°. any party not belonging to the categories referred to under 1°, 2° or 3° in the event of a proposed 

interest of more than 20 percent; 

b. owning, acquiring or increasing a qualifying holding as referred to in Section 3:95(1), opening words and 

under (e), or exercising any control attached to a qualifying holding, in an insurer having its registered 

office in the Netherlands which, based on its gross premium revenue in the year preceding the 

application, was one of the five largest insurers having their registered office in the Netherlands, by: 

1°. a bank having its registered office in the Netherlands which, based on its balance sheet total as at the 

end of the year preceding the application, was one of the five largest banks having their registered 

office in the Netherlands; 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2°. a life insurer, non-life insurer or funeral expenses and benefits in kind insurer having its registered 

office in the Netherlands which, based on its gross premium revenue in the year preceding the 

application, was one of the five largest insurers, with the exception of reinsurers, having their registered 

office in the Netherlands; 

3°. a reinsurer having its registered office in the Netherlands which, based on its gross premium revenue 

in the year preceding the application, was one of the five largest reinsurers having their registered 

office in the Netherlands; or 

4°. any party not belonging to the categories referred to under 1°, 2° or 3° in the event of a proposed 

interest of more than 20 percent; 

c. acquiring or increasing a qualifying holding as referred to in Section 3:96(1), opening words and under 

(b), by a bank having its registered office in the Netherlands which, based on its balance sheet total as at 

the end of the year preceding the application, was one of the five largest banks having their registered 

office in the Netherlands, in: 

1°. a bank having its registered office in the Netherlands which, based on its balance sheet total as at the 

end of the year preceding the application, was one of the five largest banks having their registered 

office in the Netherlands; 

2°. a bank having its registered office in another Member State or in a non-Member State, if the 

balance sheet total of that bank as at the end of the year preceding the application exceeded 5 

percent of the balance sheet total of the acquiring bank as at the end of the year preceding the 

application; 

3°. a life insurer, non-life insurer or funeral expenses and benefits in kind insurer having its registered 

office in the Netherlands which, based on its gross premium revenue in the year preceding the 

application, was one of the five largest insurers, with the exception of reinsurers, having their registered 

office in the Netherlands; or

4°. a reinsurer having its registered office in the Netherlands which, based on its gross premium revenue 

for the year preceding the application, was one of the five largest reinsurers having their registered 

office in the Netherlands; and 

d. a merger as referred to in Section 3:96(1)(e) by a bank having its registered office in the Netherlands 

which, based on its balance sheet total as at the end of the year preceding the application, was one of 

the five largest banks having their registered office in the Netherlands, with: 

1°. a bank having its registered office in the Netherlands which, based on its balance sheet total as at the 

end of the year preceding the application, was one of the five largest banks having their registered 

office in the Netherlands; or 

2°. a bank having its registered office in another Member State or in a non-Member State, if the 

balance sheet total of that bank as at the end of the year preceding the application exceeded 5 

percent of the balance sheet total of the acquiring bank as at the end of the year preceding the 

application. 

2. Our Minister shall issue a declaration of no objection in respect an act as referred to in Subsection (1), unless 

such act might or would lead to an undesirable development in the financial sector, or the Dutch Central Bank is 

of the opinion that one of the considerations referred to in Sections 3:100, opening words and under (a) or (b), 

or 3:101, opening words and under (a) or (b), forms an obstacle to the granting of a declaration of no objection.

3. If Our Minister renders a decision under Subsection (1) on an application for a declaration of no objection, he 

may, by operation of law, exercise all the powers conferred on the Dutch Central Bank under Parts 1.4.1 and 

1.4.2 as well as all the powers conferred on the Dutch Central Bank under this part in respect of compliance 

with the provisions arising from this part. 

4. Subsection (1)(a) under 3°, (b) under 3° and (c) under 4° shall not apply to reinsurers with a gross premium 

revenue in the year preceding the application that is lower than an amount to be specified by a Decree.

Section 3:98

1. Section 3:95(1), opening words and under (c) shall not apply to acts regarding which a declaration of no 

objection was issued pursuant to Sections 3:95(1), opening words and under (a), or 3:96(1).

2. Furthermore, Section 3:95(1), opening words and under (c) shall not apply to acts regarding which a declaration 

of no objection is not required pursuant to Section 3:96(1), opening words and under (b) or (c).

Section 3:99
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. The properness of the applicant and holder of a declaration of no objection that, based on its qualifying holding, 

might determine or co-determine or would determine or co-determine the policy of the enterprise concerned, 

shall be beyond doubt. 

2. Properness shall be beyond doubt once this has been established for the purposes of this Act by a supervisor, 

as long as a change in the relevant facts or circumstances has not given reasonable cause for a reassessment.

3. Rules shall be laid down by or pursuant to a Decree as regards the manner in which to establish whether the 

properness of a person as referred to in Subsection (1) is beyond doubt and which facts and circumstances 

must be considered in that respect.

Section 3:100

The Dutch Central Bank shall issue a declaration of no objection in respect of an act as referred to in Section 

3:95(1), unless: 

a. the act might or would lead to an influence on the financial enterprise concerned that would jeopardise the 

sound and prudent operations of that enterprise; 

b. in the case of an act as referred to in Section 3:95, opening words and (1)(a), (d) or (e), the act might or 

would have the effect that the financial enterprise concerned becomes affiliated to persons in a formal or 

actual control structure that is so lacking in transparency that it would constitute an impediment to the 

adequate exercise of supervision of that financial enterprise; or 

c. in the case of an act as referred to in Section 3:95, opening words and (1)(a), (d) or (e), the act might or 

would lead to an undesirable development in the financial sector. 

Section 3:101

The Dutch Central Bank shall issue a declaration of no objection in respect of an act as referred to in Section 

3:96(1), unless: 

a. the act might or would be contrary the solvency provisions regarding the bank concerned under Section 

3:57(1) and (2); 

b. the act might or would be contrary in other ways to sound and prudent operations; or 

c. the act might or would lead to an undesirable development in the financial sector. 

Section 3:102

1. Where a declaration of no objection is issued, the applicant may, on application, also be granted permission to 

increase its qualifying holding, whereby the upper limit may be 20, 33, 50 or 100 percent. No permission shall 

be required to increase a qualifying holding in an entity for risk acceptance.

2. Where a declaration of no objection is issued in respect of a qualifying holding as referred to in Section 3:95(1), 

such declaration of no objection may, on application, be declared applicable to all the group companies 

collectively. 

3. Where a declaration of no objection as referred to in Section 3:96(1) is issued, it may concern: 

a. indirect holdings acquired or to be acquired by the applicant through a subsidiary; or 

b. indirect holdings acquired or to be acquired by the applicant, not being holding as referred to under (a), 

insofar as these holdings were or will be acquired outside the applicant’s sphere of influence. 

Section 3:103

1. The Dutch Central Bank shall be notified beforehand of any change in a qualifying holding in a financial 

enterprise, not being an entity for risk acceptance, as referred to in Section 3:95(1): 

a. as a result of which the size of this holding increases beyond 20, 33, 50 or 95 percent or becomes 100 

percent, or as a result of which the financial enterprise concerned becomes a subsidiary; or 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

b. as a result of which the size of this holding falls below 10, 20, 33, 50, 95 or 100 percent, or as a result of 

which the financial enterprise concerned ceases to be a subsidiary. 

2. A financial enterprise, not being an entity for risk acceptance, as referred to in Section 3:95(1) shall inform the 

Dutch Central Bank in July of each year of the identity of every person owning a qualifying holding in this 

financial enterprise, insofar as it is aware of this identity. Furthermore, the financial enterprise, not being an 

entity for risk acceptance, shall inform the Dutch Central Bank, as soon as it becomes aware of this, of every 

acquisition of, disposal of or change in a qualifying holding in this financial enterprise: 

a. as a result of which the size of this holding increases beyond 20, 33, 50 or 95 percent or becomes 100 

percent, or as a result of which the financial enterprise concerned becomes a subsidiary; or 

b. as a result of which the size of this holding falls below 10, 20, 33, 50, 95 or 100 percent, or as a result of 

which the financial enterprise concerned ceases to be a subsidiary. 

3. An entity for risk acceptance or reinsurer shall inform the Dutch Central Bank, as soon as it becomes aware of 

this, of every disposal of or change in a qualifying holding in it resulting in the size of this holding falling below 

10 percent. 

4. If the size of a holding regarding which a declaration of no objection was issued falls below 10 percent, the 

declaration of no objection shall lapse by operation of law. 

Section 3:104

1. Without prejudice to Sections 1:102(2) and 1:105(1), opening words and under (c), the Dutch Central Bank may 

attach limitations or conditions to a declaration of no objections as referred to in Section 3:95(1) or 3:96(1), 

based on the considerations referred to in Section 3:100 or 3:101.

2. If any party exercises control relating to a qualifying holding in a financial enterprise as referred to in Section 

3:95(1) without having obtained a declaration of no objection or without observing the limitations attached to the 

declaration of no objection, a decision adopted owing in part to the control exercised shall be capable of 

annulment. The decision may be declared null and void on the demand of the Dutch Central Bank. In that event, 

the decision shall be declared null and void by the court within whose jurisdiction the financial enterprise has its 

registered office if, but for the exercise of the control concerned, the decision would have been different or 

would not have been adopted, unless a declaration of no objection is issued or the non-observed limitations are 

revoked before the date of the judgment. Where necessary, the court shall make arrangements for the 

consequences of the annulment.

3. The Dutch Central Bank may, by issuing an instruction, order any party failing to comply with Section 3:95(1) to 

adhere to a particular line of conduct within a term specified by the Dutch Central Bank with regard to the points 

set out in the instruction order.

Section 3:105

1. The Dutch Central Bank shall inform the financial enterprise in which the qualifying holding is owned, acquired or 

increased of the issuance of the declaration of no objection referred to in Section 3:95(1). If the application for a 

declaration of no objection was filed with the Authority for the Financial Markets in accordance with Section 

3:95(2), second sentence, the Dutch Central Bank shall send the declaration of no objection issued to the 

Authority for the Financial Markets. The Authority for the Financial Markets shall inform the financial enterprise 

concerned of the declaration of no objection issued. 

2. The Dutch Central Bank shall publish a notification of the issuance of a declaration of no objection in the 

Government Gazette, unless the publication would or might lead to a disproportionate advantage or 

disadvantage for interested parties.

3. Without prejudice to Sections 1:104 and 1:105(1), opening words and under (c), the Dutch Central Bank may 

withdraw the declaration of no objection, either fully or in part:

a. if a new declaration of no objection is issued to the holder which concerns or also concerns acts regarding 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

which the declaration of no objection to be withdrawn was issued; or 

b. if the holder of a declaration of no objection fails to adhere to the line of conduct prescribed to that holder by 

the Dutch Central Bank pursuant to Section 1:75. 

4. Without prejudice to Sections 1:104 and 1:105(1), opening words and under (c), the Dutch Central Bank may 

attach further limitations or conditions to a declaration of no objection or withdraw such declaration if 

circumstances occur or facts become known in respect of the act regarding which the declaration of no 

objection was issued which: 

a. in the case of an act, might or would lead to an influence on the financial enterprise concerned that would 

jeopardise the sound and prudent operations of that enterprise; 

b. in the case of an act as referred to in Section 3:95(1)(a), (d) or (e), might or would have the effect that the 

financial enterprise concerned becomes affiliated to persons in a formal or actual control structure that is so 

lacking in transparency that it would constitute an impediment to the adequate exercise of supervision of 

that financial enterprise; or 

c. in the case of an act as referred to in Section 3:95(1)(a), (d) or (e), or an act as referred to in Section 

3:96(1), might or would lead to an undesirable development in the financial sector. 

5. The Dutch Central Bank shall inform the financial enterprise concerned of the amendment or withdrawal of a 

declaration of no objection.

6. The Dutch Central Bank shall publish a notification of the amendment or withdrawal of a declaration of no 

objection in the Government Gazette, unless the publication would or might lead to a disproportionate 

advantage or disadvantage for interested parties.

Section 3:106

1. Rules may be laid down by or pursuant to a Decree as regards holders of a declaration of no objection of which 

at least one subsidiary is an investment firm holding a licence as referred to in Section 2:96, so as to preclude 

that the act regarding which the declaration of no objection is issued might or would lead to an influence on the 

investment firm that is contrary to the financial soundness of that investment firm.

2. The rules referred to in Subsection (1) may solely relate to financial safeguards, to data and information to be 

supplied and to the form in which such data and information will be supplied.

3. On application, the Dutch Central Bank shall, whether or not for a fixed period, grant a full or partial dispensation 

from Subsection (1) if the holder of the declaration of no objection demonstrate that it cannot reasonably comply 

with those rules and that the objectives which these rules seek to achieve are achieved in other ways.

Section 3:107

Once a year, the Dutch Central Bank shall provide Our Minister with the data at its disposal pursuant to Section 

3:103(1) and (2). 

Section 3:108

1. Any party intending to own, acquire or increase a qualifying holding in an electronic money institution having its 

registered office in the Netherlands, to such an extent that the size of this holding increases beyond 20, 33 or 50 

percent or the electronic money institution becomes a subsidiary, or to exercise any control attached to a 

qualifying holding in that electronic money institution, shall inform the Dutch Central Bank of its intention in 

writing prior to doing so. No party may implement such intention before the notification referred to in Subsection 

(4) has been made.

2. Any party whose qualifying holding in an electronic money institution as referred to in Subsection (1) changes to 

such an extent that the size of the holding falls below 10, 20, 33 or 50 percent, or the electronic money 

institution referred to in Subsection (1) ceases to be a subsidiary, shall inform the Dutch Central Bank of this.

3. The electronic money institution shall inform the Dutch Central Bank in July of each year of the identity of every 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

person owning a qualifying holding in this electronic money institution, insofar as it is aware of this identity. 

Furthermore, the electronic money institution shall inform the Dutch Central Bank, as soon as it becomes aware 

of this, of every acquisition of, disposal of or change in a qualifying holding in this electronic money institution as 

a result of which the size of this holding increases beyond or falls below 10, 20, 33 or 50 percent, or as a result 

of which the electronic money institution becomes a subsidiary or ceases to be a subsidiary.

4. If the intention referred to in Subsection (1) could not or would not lead to an influence on the electronic money 

institution concerned that jeopardises the financial soundness of the electronic money institution, the Dutch 

Central Bank shall inform the party that made the notification referred to in Subsection (1) that no objections will 

be raised against such intention.

5. If any party exercises control relating to a qualifying holding in an electronic money institution as referred to in 

Subsection (1) without having made the notification referred to in Subsection (1) in respect of owning, acquiring 

or increasing the qualifying holding, a decision adopted owing in part to the control exercised shall be capable of 

annulment. The decision may be declared null and void on the demand of the Dutch Central Bank. In that event, 

the decision shall be declared null and void by the court within whose jurisdiction the electronic money institution 

has its registered office if, but for the exercise of the control concerned, the decision would have been different 

or would not have been adopted. Where necessary, the court shall make arrangements for the consequences of 

the annulment.

3.3.11.2. Banks having their registered office in a non-Member State

Section 3:109

Sections 3:96, 3:97(1), opening words and under (c) and (d), (2) and (3), 3:99, 3:101, 3:102(1) and (3), 3:104(1), 

3:105(2), (3) and (4), opening words and under (a) and (c), and (6), shall apply mutatis mutandis to branch offices 

situated in the Netherlands of banks having their registered office in a non-Member State that hold a licence as 

referred to in Section 2:20. 

Chapter 3.4. Rules for specific enterprises operating in the financial markets

Part 3.4.1. Supervisory status of financial institutions

3.4.1.1. Financial institutions having their registered office in the Netherlands

Section 3:110

1. A financial institution having its registered office in the Netherlands that is the subsidiary of one or more banks 

holding a licence as referred to in Section 2:11(1) and that intends to pursue the business which it pursues in 

the Netherlands from a branch office situated in another Member State or by providing services to another 

Member State, may obtain a supervisory status certificate from the Dutch Central Bank. 

2. The application shall contain the details to be specified by or pursuant to a Decree. 

3. The Dutch Central Bank shall issue the supervisory status certificate if: 

a. the applicant is permitted to perform these activities, insofar as other statutory provisions apply to its 

activities; 

b. the bank or banks referred to in Subsection (1) hold at least 90 percent of the voting rights in the applicant; 

c. the bank or banks referred to in Subsection (1) guarantee the applicant’s commitments, and the Dutch 

Central Bank has consented to such guarantee; 

d. the bank or banks referred to in Subsection (1) ensure that the financial institution’s operational structure will 

be such as to safeguard controlled and sound business operations. 

4. The applicant for a supervisory status certificate that intends to provide investment services or perform 

investment activities shall notify the Dutch Central Bank of this and demonstrate that it will comply with the 

provisions arising from: 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

a. Section 3:8 with regard to the expertise of the persons referred to in that section; 

b. Section 3:9 with regard to the properness of the persons referred to in that section; 

c. Section 3:15(1) and (2) with regard to the minimum number of persons determining the day-to-day policy 

and the location from which they perform their activities; 

d. Section 3:16 with regard to the control structure; 

e. Section 3:53(1) and (3) with regard to the minimum equity capital; 

f. Section 4:14(2)(c) under 1° to 6° with regard to the operational structure; 

g. Section 4:87 with regard to taking adequate measures to protect clients’ rights; and 

h. Section 4:91a with regard to the rules applicable to the trading process and the settlement of transactions in 

a multilateral trading facility, if the applicant intends to operate a multilateral trading facility. 

5. A financial institution that has obtained a supervisory status certificate pursuant to Subsection (3) and intends to 

provide investment services or perform investment activities, shall notify the Dutch Central Bank of such 

intention and demonstrate that it will comply with the provisions arising from: 

a. Section 3:8 with regard to the expertise of the persons referred to in that section; 

b. Section 3:9 with regard to the properness of the persons referred to in that section; 

c. Section 3:15(1) and (2) with regard to the minimum number of persons determining the day-to-day policy 

and the place from which they perform their activities; 

d. Section 3:16 with regard to the control structure; 

e. Section 3:53(1) and (3) with regard to the minimum equity capital; 

f. Section 4:14(2)(c) under 1° to 6° with regard to the operational structure; 

g. Section 4:87 with regard to taking adequate measures to protect clients’ rights; and 

h. Section 4:91a with regard to the rules applicable to the trading process and the settlement of transactions in 

a multilateral trading facility, if the applicant intends to operate a multilateral trading facility. 

6. Sections 3:8, 3:9, 3:10, 3:15, 3:16, 3:17, 3:18, 3:33, 3:53, 3:57, 3:95(1), opening words and under (a), (2), first 

sentence, (3), 3:99, 3:100, 3:102(1) and (2), 3:103 and 3:105 shall apply mutatis mutandis to financial institutions 

that hold a supervisory status certificate. 

7. Section 1:48 shall apply mutatis mutandis. 

Part 3.4.2. Regime for banks associated with a central credit institution

Section 3:111

1. A group of banks which on 15 December 1977 was permanently associated with a central credit institution 

monitoring the operations, delegation, solvency and liquidity of those banks, may be exempted by ministerial 

regulation from the supervision exercised by the Dutch Central Bank of compliance with the provisions arising 

from Sections 3:10, 3:17, 3:18, 3:57 and 3:63, if: 

a. the central credit institution and the associated banks are jointly and severally liable for their mutual 

commitments, or the central credit institution guarantees the commitments of the associated banks; 

b. the central credit institution is adequately authorised to issue instructions to the associated banks for the 

purpose of compliance with this Act; and 

c. the supervision of the central credit institution and the associated banks under Sections 3:57 and 3:63 is 

exercised on a consolidated basis. 

2. The Dutch Central Bank may provide in respect of a bank forming part of a group exempted under Subsection 

(1) that Sections 1:75, 1:104, 2:12(1) and (3), 2:13(1) and (2), 3:8, 3:9, 3:15, 3:16, 3:19, 3:29, 3:53, 3:71, 3:72, 

3:88, 4:14, 4:87 and 4:88 shall not apply, either fully or in part.

3. The central credit institution shall supervise the associated banks by virtue of its articles of association and the 

articles of association of the associated banks, or by virtue of an agreement with the associated banks. Such 

supervision shall include:

a. issuing instructions which correspond, in terms of substance and intent, to the rules laid down for the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

associated banks pursuant to Sections 3:10, 3:17, 3:18, 3:57 and 3:63; 

b. assessing whether the associated banks comply with the instructions referred to under (a); 

c. determining, for the associated banks, the format in which the statements referred to in Section 3:72 are 

drawn up, the designation and description of the items included in those statements, the subsequent 

periods to which those statements relate, the terms within which those statements must be filed and the 

valuation principles applied; 

d. the submission by the associated banks of the statements referred to in Section 3:72 to the central credit 

institution; and 

e. obtaining information from the associated banks for the purpose of monitoring compliance with the 

instructions issued by the central credit institution under this section. 

Chapter 3.5. Special rules and measures relating to financial enterprises operating in the financial markets

Part 3.5.1. Special measures relating to banks and investment firms

Section 3:111a 

1. If a bank or investment firm does not satisfy the requirements laid down by or pursuant to this Act with regard to 

the business operations and the qualifying capital, the Dutch Central Bank may take the following measures 

against that bank or investment firm: 

a. require it to maintain a higher amount in qualifying capital than that laid down pursuant to Section 5:57; 

b. require it, in connection with the solvency requirements, to pursue a specific policy with regard to provisions 

or to treat its assets in a specific manner; or 

c. require the bank or investment firm to limit the risk to which it is exposed. 

2. If, based on the assessment referred to in Section 3:18a, the Dutch Central Bank is of the opinion that the 

strategies, procedures and measures pursuant to Section 3:17 or the qualifying capital of that financial 

enterprise do not guarantee a controlled and lasting cover of its risks, the Dutch Central Bank shall require the 

bank or investment firm to maintain a higher amount in qualifying capital if other measures cannot within reason 

ensure that the provisions arising from Section 3:17 will be satisfied within a reasonable period.

3. The Dutch Central Bank shall lift the measures referred to in Subsections (1) and (2) as soon as the bank or 

investment firm again satisfies the requirements laid down by or pursuant to this Act with regard to the business 

operations and the qualifying capital.

Part 3.5.1a. Portfolio transfer

3.5.1.a.1. Insurers having their registered office in the Netherlands

Section 3:112

1. A life insurer having its registered office in the Netherlands that wishes to transfer rights and obligations under a 

life insurance contract shall require the Dutch Central Bank’s consent where it concerns: 

a. the transfer of rights and obligations under a life insurance contract, concluded from a place of business in a 

Member State, to another life insurer having its registered office in a Member State in the context of that 

insurer’s operations from a place of business in a Member State; 

b. the transfer of rights and obligations under a life insurance contract, concluded from a place of business in 

the Netherlands, to another life insurer having its registered office in a non-Member State in the context of 

that insurer’s operations from a branch office situated in the Netherlands; 

c. the transfer of rights and obligations under a life insurance contract, concluded from a branch office situated 

in another Member State, to another life insurer having its registered office in a non-Member State in the 

context of that insurer’s operations from a branch office situated in a Member State. 

2. In the case referred to in Subsection (1)(c), the Dutch Central Bank shall only consent to the transfer if the 

relevant supervisory authorities have also consented to this at the Dutch Central Bank’s request.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

3. In derogation from Subsection (1), life insurers having their registered office in the Netherlands shall not require 

the Dutch Central Bank’s consent for a transfer of their rights and obligations under an individual life insurance 

contract at the policyholder’s request.

Section 3:113

1. A funeral expenses and benefits in kind insurer having its registered office in the Netherlands that wishes to 

transfer rights and obligations under a funeral expenses and benefits in kind insurance contract shall require the 

Dutch Central Bank’s consent where it concerns: 

a. the transfer of rights and obligations under a funeral expenses and benefits in kind insurance contract, 

concluded from a place of business in the Netherlands, to another funeral expenses and benefits in kind 

insurer or to a life insurer with a place of business in the Netherlands in the context of that insurer’s 

operations from a place of business in the Netherlands; 

b. the transfer of rights and obligations under a funeral expenses and benefits in kind insurance contract, 

concluded from a branch office situated outside the Netherlands, to another funeral expenses and benefits 

in kind insurer or to a life insurer in the context of that insurer’s operations from a place of business in the 

Netherlands. 

2. A life insurer having its registered office in the Netherlands that wishes to transfer rights and obligations under a 

funeral expenses and benefits in kind insurance contract shall require the Dutch Central Bank’s consent where 

it concerns: 

a. the transfer of rights and obligations under a funeral expenses and benefits in kind insurance contract, 

concluded from a place of business in the Netherlands, to another funeral expenses and benefits in kind 

insurer with a place of business in the Netherlands in the context of that insurer’s operations from a place of 

business in the Netherlands; 

b. the transfer of rights and obligations under a funeral expenses and benefits in kind insurance contract, 

concluded from a branch office situated outside the Netherlands, to another funeral expenses and benefits 

in kind insurer in the context of that insurer’s operations from a place of business in the Netherlands. 

3. In the case referred to in Subsection (1)(b) and (2)(b), the Dutch Central Bank shall only consent to the transfer 

if the relevant supervisory authorities of that State, where present, have also consented to this at the Dutch 

Central Bank’s request.

4. In derogation from Subsection (1), a funeral expenses and benefits in kind insurer having its registered office in 

the Netherlands may transfer its rights and obligations under an individual funeral expenses and benefits in kind 

insurance contract at the policyholder’s request.

Section 3:114

1. A non-life insurer having its registered office in the Netherlands that wishes to transfer rights and obligations 

under a non-life insurance contract, may carry out this transfer subject to the Dutch Central Bank’s consent 

without the cooperation or permission of those parties that may derive rights from those non-life insurance 

contracts where it concerns: 

a. the transfer of rights and obligations under a non-life insurance contract, concluded from a place of business 

in a Member State, to another non-life insurer having its registered office in a Member State in the context of 

that insurer’s operations from a place of business in a Member State; 

b. the transfer of rights and obligations under a non-life insurance contract, concluded from a place of business 

in the Netherlands, to another non-life insurer having its registered office in a non-Member State in the 

context of that insurer’s operations from a branch office situated in the Netherlands; 

c. the transfer of rights and obligations under a non-life insurance contract, concluded from a branch office 

situated in another Member State, to another non-life insurer having its registered office in a non-Member 

State in the context of that insurer’s operations from a branch office situated in a Member State. 

2. In the case referred to in Subsection (1)(c), the Dutch Central Bank shall only consent to the transfer if the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

relevant supervisory authorities have also consented to this at the Dutch Central Bank’s request. 

Section 3:114a 

1. A reinsurer having its registered office in the Netherlands that wishes to transfer rights and obligations under a 

reinsurance contract, may carry out this transfer subject to the Dutch Central Bank’s consent without the 

cooperation or permission of those parties that may derive rights from those reinsurance contracts where it 

concerns: 

a. the transfer of rights and obligations under a reinsurance contract, concluded from a place of business in a 

Member State, to another reinsurer having its registered office in a Member State in the context of that 

reinsurer’s operations from a place of business in a Member State; 

b. the transfer of rights and obligations under a reinsurance contract, concluded from a place of business in 

the Netherlands, to another reinsurer having its registered office in a non-Member State in the context of 

that reinsurer’s operations from a branch office situated in the Netherlands; 

c. the transfer of rights and obligations under a reinsurance contract, concluded from a branch office situated 

in another Member State, to another reinsurer having its registered office in a non-Member State in the 

context of that reinsurer’s operations from a branch office situated in a Member State. 

2. In the case referred to in Subsection (1)(c), the Dutch Central Bank shall only consent to the transfer if the 

relevant supervisory authorities have also consented to this at the Dutch Central Bank’s request.

Section 3:115

1. The transfer of the rights and obligations under all life insurance contracts, all funeral expenses and benefits in 

kind insurance contracts or all non-life insurance contracts by life insurers, funeral expenses and benefits in kind 

insurers and non-life insurers respectively having their registered office in the Netherlands shall be equivalent to 

the transfer of these rights and obligations in the event of a merger as referred to in Section 309 of Book 2 of the 

Dutch Civil Code or a section as referred to in Section 334a of Book 2 of the Dutch Civil Code. 

2. Sections 3:112(1), opening words and under (a), and (2), 3:113(2), opening words and under (a), 3:116, 

3:117(1), 3:118(1)(a), (4) and (5), 3:119 and 3:120(1) to (4) shall apply mutatis mutandis to a transfer as 

referred to in Subsection (1) with regard to a life insurer having its registered office in the Netherlands. 

3. Sections 3:113(1), opening words and under (a), 3:116, 3:118(6), 3:119 and 3:120(1) to (3) shall apply mutatis 

mutandis to a transfer as referred to in Subsection (1) with regard to a funeral expenses and benefits in kind 

insurer having its registered office in the Netherlands. 

4. Sections 3:114(1), opening words and under (a), 3:116, 3:117(2), 3:118(1) to (5), and 3:120(1) to (3) and (5), (7) 

and (9) shall apply mutatis mutandis to a transfer as referred to in Subsection (1) with regard to a non-life 

insurer having its registered office in the Netherlands.

Section 3:116

The application for consent in respect of a transfer as referred to in Sections 3:112(1), 3:113(1) and (2) or 3:114(1) 

or 3:114a(1) shall contain the data to be specified by or pursuant to a Decree. 

Section 3:117

1. If a proposed transfer as referred to in Section 3:112(1)(a) relates to life insurance contracts concluded from a 

branch office situated in another Member State, and in the event of a transfer as referred to in Section 

3:112(1)(c), the Dutch Central Bank, having received the data referred to in Section 3:116, shall submit this data 

for an opinion to the supervisory authority of every Member State concerned.

2. If a proposed transfer as referred to in Section 3:114(1)(a) relates to non-life insurance contracts concluded 

from a branch office situated in another Member State, and in the event of a transfer as referred to in Section 

3:114(1)(c), the Dutch Central Bank, having received the data referred to in Section 3:116, shall submit this data 

for an opinion to the supervisory authority of every Member State concerned.

Section 3:118
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. The Dutch Central Bank shall only consent to a transfer as referred to in Section 3:112(1) or Section 3:114(1) 

to: 

a. a life insurer or non-life insurer having its registered office in the Netherlands, if this life insurer or non-life 

insurer possesses the minimum amount of solvency margin, especially in view of the proposed transfer, and 

the Dutch Central Bank has required no recovery scheme pursuant to Section 3:132 from that life insurer or 

non-life insurer; 

b. a life insurer or non-life insurer having its registered office in another Member State, if the supervisory 

authority of that Member State has declared, at the Dutch Central Bank’s request, that this life insurer or 

non-life insurer possesses the minimum amount of solvency margin, especially in view of the proposed 

transfer; and 

c. a life insurer or non-life insurer having its registered office in a non-Member State in the context of that 

insurer’s operations from a branch office situated in the Netherlands, if the branch office concerned 

possesses the minimum amount of solvency margin, especially in view of the proposed transfer, and the 

Dutch Central Bank has required no recovery scheme pursuant to Section 3:132 from that life insurer or 

non-life insurer. 

2. If a supervisory authority of a Member State is responsible for supervising the solvency margin of the branch 

office referred to in Subsection (1)(c), the Dutch Central Bank shall only grant its consent after that supervisory 

authority has declared, at the Dutch Central Bank’s request, that the branch office possesses the minimum 

amount of solvency margin, especially in view of the proposed transfer, and that, where applicable, no scheme 

equivalent to a recovery scheme as referred to in Section 3:132 has been required from the branch office.

3. The Dutch Central Bank shall only consent to a transfer as referred to in Section 3:114(1) to a non-life insurer 

having its registered office in a non-Member State in the context of that insurer’s operations from a branch office 

situated in another Member State, if:

a. the supervisory authority of that Member State or, if another supervisory authority of a Member State is 

responsible for supervising the solvency margin of the branch office concerned, the latter authority, has 

declared, at the Dutch Central Bank’s request, that the branch office possesses the minimum amount of 

solvency margin, especially in view of the proposed transfer; 

b. the supervisory authority of that Member State has not required a scheme equivalent to a recovery scheme 

as referred to in Section 3:132 from the branch office; and 

c. the supervisory authority concerned consents to the transfer at the Dutch Central Bank’s request. 

4. Where a transfer relates to non-life insurance contracts whose conclusion involved the underwriting of risks 

situated in another Member State, or to life insurance contracts concluded by performing services to another 

Member State, the Dutch Central Bank shall only grant its consent after the supervisory authority of that 

Member State has declared, at the Dutch Central Bank’s request, that it consents to the transfer.

5. If the supervisory authority referred to in Subsection (4) or in Section 3:117 has not responded within three 

months of receiving such request from the Dutch Central Bank, the absence of any response shall be 

considered equivalent to a favourable opinion or tacit consent.

6. The Dutch Central Bank shall only consent to a transfer as referred to in Section 3:113(1) or (2) to:

a. a life insurer having its registered office in the Netherlands, in another Member State or in a non-Member 

State, if this life insurer possesses the minimum amount of solvency margin, especially in view of the 

proposed transfer, and, where it concerns a life insurer having its registered office in a Member State, the 

Dutch Central Bank or a supervisory authority of a Member State has not required a recovery scheme 

pursuant to Section 3:132, or a recovery scheme equivalent to the recovery scheme referred to in Section 

3:132, from that life insurer; 

b. a funeral expenses and benefits in kind insurer having its registered office in the Netherlands, if this funeral 

expenses and benefits in kind insurer possesses the minimum amount of solvency margin, especially in 

view of the proposed transfer, and the Dutch Central Bank has required no recovery scheme pursuant to 

Section 3:132 from that funeral expenses and benefits in kind insurer; and 

c. a funeral expenses and benefits in kind insurer having its registered office outside the Netherlands in the 

context of that insurer’s operations from a branch office situated in the Netherlands, if the branch office 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

concerned possesses the minimum amount of solvency margin, especially in view of the proposed transfer, 

and the Dutch Central Bank has required no recovery scheme pursuant to Section 3:132 from that funeral 

expenses and benefits in kind insurer. 

Section 3:118a 

1. The Dutch Central Bank shall only consent to a transfer as referred to in Section 3:114a to:

a. a reinsurer having its registered office in the Netherlands, if this reinsurer possesses the minimum amount 

of solvency margin, especially in view of the proposed transfer, and the Dutch Central Bank has required no 

recovery scheme pursuant to Section 3:132 from that reinsurer; 

b. a reinsurer having its registered office in another Member State or a designated State, if the supervisory 

authority of that State has declared, at the Dutch Central Bank’s request, that this reinsurer possesses the 

minimum amount of solvency margin, especially in view of the proposed transfer; or 

c. a reinsurer having its registered office in a non-designated State in the context of that reinsurer’s operations 

from a branch office situated in the Netherlands, if the branch office concerned possesses the minimum 

amount of solvency margin, especially in view of the proposed transfer, and the Dutch Central Bank has 

required no recovery scheme pursuant to Section 3:132 from that reinsurer. 

2. The Dutch Central Bank shall only consent to a transfer as referred to in Section 3:114a(1) to a reinsurer having 

its registered office in a non-designated State in the context of that reinsurer’s operations from a branch office 

situated in another Member State, if:

a. the supervisory authority of that Member State has declared, at the Dutch Central Bank’s request, that the 

branch office possesses the minimum amount of solvency margin, especially in view of the proposed 

transfer; 

b. the supervisory authority of that Member State has not required a scheme equivalent to a recovery scheme 

as referred to in Section 3:132 from the branch office; and 

c. the supervisory authority concerned consents to the transfer at the Dutch Central Bank’s request. 

Section 3:119

1. If the data referred to in Section 3:116 is sufficient for the preparation of the order, the Dutch Central Bank shall 

instruct the life insurer or funeral expenses and benefits in kind insurer to publish a notification of its intention to 

transfer rights and obligations in the Government Gazette and in any other way to be specified by the Dutch 

Central Bank. On that occasion, the Dutch Central Bank shall communicate the term within which the 

policyholders concerned may file a written objection against the transfer with the Dutch Central Bank.

2. If one fourth or more of the policyholders file an objection against the proposed transfer by a life insurer or 

funeral expenses and benefits in kind insurer within the term specified by the Dutch Central Bank as referred to 

in Subsection (1), the Dutch Central Bank shall withhold its consent.

3. If the Dutch Central Bank has reservations about the transfer, it shall communicate such reservations to the life 

insurer or funeral expenses and benefits in kind insurer after the end of the specified term.

4. If not at least one fourth or more of the policyholders has filed an objection against the proposed transfer within 

the term specified by the Dutch Central Bank as referred to in Subsection (1), and the Dutch Central Bank has 

no reservations about the transfer, the Dutch Central Bank shall grant the life insurer or funeral expenses and 

benefits in kind insurer its consent in respect of the transfer. The transfer may then be carried out and shall take 

effect towards all the parties involved.

5. For the purposes of this section, the policyholder shall be understood to mean the policyholder or its legal 

successor, but where an insurance payment is due and demandable, the party entitled to the payment. Where, 

in the event of a transfer by a life insurer, a policyholder is absent from an implementation agreement with an 

insurer as referred to in Section 1 of the Pensions Act, the policyholder shall be understood to mean the person 

who has obtained a paid-up claim to payments on account of terminating the ties with his employer’s enterprise. 

In the case of a group life insurance contract, the number of insured persons shall be taken into account for the 

purposes of Subsection (2), which is in derogation from the first and second sentences.

Section 3:120
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. The insurer that has transferred rights and obligations with the Dutch Central Bank’s consent shall publish a 

notification of the transfer in the Government Gazette.

2. A life insurer or funeral expenses and benefits in kind insurer shall state the date of the transfer in the 

notification referred to in Subsection (1). A non-life insurer shall also publish a notification of the transfer in any 

other way to be specified by the Dutch Central Bank.

3. The content of the notifications referred to in Subsections (1) and (2) shall require the Dutch Central Bank’s prior 

approval.

4. If the transfer involves life insurance contracts that were concluded by performing services to another Member 

State, the life insurer shall also publish a notification of the transfer in that Member State. In that case, 

Subsection (3) shall apply mutatis mutandis.

5. If the transfer involves non-life insurance contracts underwriting risks situated in another Member State, the 

non-life insurer shall also publish a notification of the transfer in that Member State. In that case, Subsection (3) 

shall apply mutatis mutandis.

6. The transfer by a non-life insurer shall take effect towards all the parties involved, other than the non-life 

insurers concerned, on the second day following the publication date of the Government Gazette in which the 

notification was published.

7. The policyholders involved in the transfer by a non-life insurer may cancel their non-life insurance contract in 

writing within three months of the publication date of the Government Gazette in which the notification was 

published, with effect from the day following the end of this term. In that case, the non-life insurer shall refund 

the prepaid premium and the premium tax paid in proportion to the part of the term regarding which the 

premium and premium tax were paid that had not yet expired by the aforesaid day. 

8. If a policyholder that is a member of a mutual association having its registered office in the Netherlands, or of a 

mutual enterprise having its registered office in a non-Member State, no longer has an insurance contract with 

that insurer as a result of the transfer, its membership shall end for that reason by operation of law with effect 

from the second day following the publication date of the Government Gazette in which the notification was 

published. 

9. If the membership of a mutual association having its registered office in the Netherlands or of a mutual 

enterprise having its registered office outside the Netherlands was acquired on the occasion of the transfer, this 

membership and the ensuing liability for a deficit shall, where the insurance contract is cancelled in accordance 

with Subsection (7), end by operation of law with effect from the day following the end of the term referred to in 

that subsection.

3.5.1a.2. Life insurers and non-life insurers having their registered office in another Member State

Section 3:122

1. If the legislation of another Member State does not provide for an approval procedure for a life insurer having its 

registered office in that Member State regarding the transfer of rights and obligations under a life insurance 

contract, concluded from a branch office situated in the Netherlands, to another life insurer having its registered 

office in a non-Member State in the context of that insurer’s operations from a branch office situated in the 

Netherlands, the transfer may be carried out subject to the Dutch Central Bank’s consent.

2. If the legislation of another Member State does not provide for an approval procedure for a non-life insurer 

having its registered office in that Member State regarding the transfer of rights and obligations under a non-life 

insurance contract, concluded from a branch office situated in the Netherlands, to another non-life insurer 

having its registered office in a non-Member State in the context of that insurer’s operations from a branch office 

situated in the Netherlands, the transfer may be carried out subject to the Dutch Central Bank’s consent, without 

the cooperation or permission of those parties which may derive rights from those non-life insurance contracts.

3. The Dutch Central Bank shall not grant its consent before the supervisory authority of the Member State where 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

the transferring insurer has its registered office has declared, at the Dutch Central Bank’s requests, that it 

consents to the transfer.

Section 3:122a 

1. The transfer of the rights and obligations under all life insurance contracts or all non-life insurance contracts by 

life insurers and non-life insurers respectively having their registered office in another Member State shall be 

equivalent to the transfer of these rights and obligations in the event of a merger as referred to in Section 309 of 

Book 2 of the Dutch Civil Code or a section as referred to in Section 334a of Book 2 of the Dutch Civil Code.

2. Sections 3:112(1), opening words and under (a), and (2), 3:113(2), opening words and under (a), 3:116, 

3:117(1), 3:118(1), (2) and (5), 3:119 and 3:120(1) to (4) shall apply mutatis mutandis to a transfer as referred 

to in Subsection (1) with regard to a life insurer.

3. Sections 3:114(1), opening words and under (a), 3:116, 3:117(2), 3:118(1) to (5), and 3:120(1) to (3), (5), (7) 

and (9) shall apply mutatis mutandis to a transfer as referred to in Subsection (1) with regard to a non-life 

insurer.

Section 3:123

1. If a supervisory authority of another Member State asks the Dutch Central Bank for its advice or consent in 

respect of a proposed transfer of rights and obligations under a life insurance or non-life insurance contract, the 

latter shall give its advice or grant its consent within three months of receiving the request to that effect.

2. If the transfer is made to a life insurer or non-life insurer having its registered office in another Member State in 

the context of that insurer’s operations from a place of business in another Member State, the Dutch Central 

Bank shall not consent to:

a. a transfer by a life insurer to a life insurer having its registered office in another Member State, if the transfer 

relates to a life insurance contract concluded from a branch office situated in the Netherlands whereby no 

services are provided and the transfer is not in the interest of the parties that may derive rights from that life 

insurance contract; and 

b. a transfer by a non-life insurer to a non-life insurer having its registered office in another Member State, if 

the transfer relates to a non-life insurance contract concluded from a branch office situated in the 

Netherlands whereby the risks are situated in the Netherlands and the transfer is not in the interest of the 

parties that may derive rights from that non-life insurance contract. 

3. If the transfer is made to a life insurer or non-life insurer having its registered office in a non-Member State in the 

context of that insurer’s operations from a place of business in another Member State, the Dutch Central Bank 

shall not consent to: 

a. a transfer by a life insurer to a life insurer having its registered office in a non-Member State, if the transfer 

relates to a life insurance contract concluded from a branch office situated in the Netherlands whereby no 

services are provided, unless the transfer is in the interest of the parties that may derive rights from that life 

insurance contract; 

b. a transfer by a non-life insurer to a non-life insurer having its registered office in a non-Member State, if the 

transfer relates to a non-life insurance contract concluded from a branch office situated in the Netherlands 

whereby the risks are situated in the Netherlands, unless the transfer is in the interest of the parties that 

may derive rights from that non-life insurance contract. 

Section 3:124

1. The consent granted by a supervisory authority of another Member State to a life insurer or non-life insurer 

having its registered office in that Member State in respect of a transfer of rights and obligations under a life 

insurance or non-life insurance contract, in the context of that insurer’s operations from a branch office situated 

in the Netherlands or in the context of the provision of services to the Netherlands from a place of business in a 

Member State, shall replace the cooperation or permission of those parties that may derive rights from those life 

insurance or non-life insurance contracts.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2. The life insurer or non-life insurer that has transferred rights and obligations pursuant to Subsection (1) shall 

publish a notification of the transfer in the Government Gazette and in any other way to be specified by the 

Dutch Central Bank. The content of these publications shall require the Dutch Central Bank’s prior approval.

3. The transfer shall take effect towards all the parties involved, other than the life insurers or non-life insurers 

concerned, at a time to be determined in accordance with the law of the Member State concerned, or, in the 

absence of regulations to that effect in that Member State, on the second day following the publication date of 

the Government Gazette in which the notification was published.

4. In the event of a transfer by a non-life insurer, the policyholders involved in the transfer may cancel their non-life 

insurance contract in the manner provided by the law of the Member State concerned. In the absence of 

regulations to that effect in that Member State, Section 3:120(7) shall apply mutatis mutandis.

5. If the membership of a mutual association having its registered office in the Netherlands or of a mutual 

enterprise having its registered office outside the Netherlands was acquired on the occasion of the transfer by a 

non-life insurer, this membership and the ensuing liability for a deficit shall, where the insurance contract is 

cancelled in accordance with Subsection (4), end by operation of law in the manner provided by the law of the 

Member State concerned, or, in the absence of regulations to that effect in that Member State, with effect from 

the day following the end of the term referred to in Section 3:120(7).

6. If a policyholder that is a member of a mutual enterprise no longer has any life insurance contracts with the life 

insurer as a result of the transfer, its membership shall end by operation of law in the manner provided by the 

law of the Member State concerned, or, in the absence of regulations to that effect in that Member State, with 

effect from the second day following the publication date of the Government Gazette in which the notification 

was published.

Section 3:125

1. If a life insurer having its registered office in another Member State requests the consent of the supervisory 

authority of the Member State where it has its registered office to transfer its rights and obligations under a life 

insurance contract to another life insurer, in the context of that insurer’s operations from a branch office situated 

in the Netherlands, it shall, without delay, publish a notification of the proposed transfer in the Government 

Gazette and in any other way to be specified by the Dutch Central Bank. The notification shall state the term 

specified by the Dutch Central Bank within which the policyholders concerned may file a written objection 

against the transfer with the Dutch Central Bank. 

2. If one fourth or more of the policyholders file an objection against the transfer within the specified term, the 

Dutch Central Bank shall withhold its consent.

3. Section 3:119(5) shall apply mutatis mutandis.

3.5.1a.3. Life insurers and non-life insurers having their registered office in a non-Member State 

Section 3:126

1. A life insurer having its registered office in a non-Member State that wishes to transfer rights and obligations 

under a life insurance contract shall require the Dutch Central Bank’s consent where it concerns: 

a. the transfer of rights and obligations under a life insurance contract, concluded from a branch office situated 

in the Netherlands, to another life insurer having its registered office in a Member State in the context of that 

insurer’s operations from a place of business in a Member State; 

b. the transfer of rights and obligations under a life insurance contract, concluded from a branch office situated 

in the Netherlands, to another life insurer having its registered office in a non-Member State in the context of 

that insurer’s operations from a branch office situated in the Netherlands. 

2. Where life insurance contracts as referred to in Subsection (1) were concluded by performing services to 

another Member State, the life insurer may also transfer rights and obligations, subject to the conditions stated 

in Subsection (1), opening words, to another life insurer having its registered office in a non-Member State in the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

context of that insurer’s operations from a branch office situated in that Member State.

3. In derogation from Subsections (1) and (2), life insurers having their registered office in a non-Member State 

may transfer their rights and obligations under an individual life insurance contract at the policyholder’s written 

request.

4. The provisions arising from Sections 3:116, 3:119 and 3:120(1) to (4) and (8) shall apply mutatis mutandis to a 

transfer as referred to in Subsection (1).

Section 3:127

1. A non-life insurer having its registered office in a non-Member State that wishes to transfer rights and 

obligations under a non-life insurance contract, may carry out this transfer subject to the Dutch Central Bank’s 

consent without the cooperation or permission of those parties that may derive rights from those non-life 

insurance contracts where it concerns: 

a. the transfer to another non-life insurer having its registered office in a Member State in the context of that 

insurer’s operations from a place of business in a Member State; 

b. the transfer to another non-life insurer having its registered office in a non-Member State in the context of 

that insurer’s operations from a branch office situated in the Netherlands. 

2. Where the conclusion of the non-life insurance contracts referred to in Subsection (1) involved the underwriting 

of risks situated in another Member State, the non-life insurer may also transfer rights and obligations, subject to 

the conditions stated in Subsection (1), opening words, to another non-life insurer having its registered office in 

a non-Member State in the context of that insurer’s operations from a branch office situated in the Member State 

where the risk is situated. 

3. The provisions arising from Sections 3:116 and 3:120(1) to (3) and (5) to (9) shall apply mutatis mutandis to a 

transfer as referred to in Subsection (1). 

Section 3:127a 

1. The transfer of the rights and obligations under all life insurance contracts or all non-life insurance contracts by 

life insurers and non-life insurers respectively having their registered office in a non-Member State shall be 

equivalent to the transfer of these rights and obligations in the event of a merger as referred to in Section 309 of 

Book 2 of the Dutch Civil Code or a section as referred to in Section 334a of Book 2 of the Dutch Civil Code.

2. Sections 3:112(1), opening words and under (a), and (2), 3:113(2), opening words and under (a), 3:116, 

3:117(1), 3:118(1), (2) and (5), 3:119 and 3:120(1) to (4) shall apply mutatis mutandis to a transfer as referred 

to in Subsection (1) with regard to a life insurer.

3. Sections 3:114(1), opening words and under (a), 3:116, 3:117(2), 3:118(1) to (5), and 3:120(1) to (3), (5), (7) 

and (9) shall apply mutatis mutandis to a transfer as referred to in Subsection (1) with regard to a non-life 

insurer.

Section 3:128

1. The Dutch Central Bank shall only consent to a transfer as referred to in Sections 3:126(1) and (2) or 3:127(1) 

to: 

a. a life insurer or non-life insurer having its registered office in the Netherlands, if this life insurer or non-life 

insurer possesses the minimum amount of solvency margin, especially in view of the proposed transfer, and 

the Dutch Central Bank has required no recovery scheme pursuant to Section 3:132 from that insurer; 

b. a life insurer or non-life insurer having its registered office in another Member State, if the supervisory 

authority of that Member State has declared, at the Dutch Central Bank’s request, that this life insurer or 

non-life insurer possesses the minimum amount of solvency margin, especially in view of the proposed 

transfer; 

c. a life insurer or non-life insurer having its registered office in a non-Member State in the context of that 

insurer’s operations from a branch office situated in the Netherlands, if the branch office concerned 

possesses the minimum amount of solvency margin, especially in view of the proposed transfer, and the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Dutch Central Bank has required no recovery scheme pursuant to Section 3:132 from that life insurer or 

non-life insurer. 

2. If another supervisory authority of a Member State is responsible for supervising the solvency margin of the 

branch office concerned, as referred to in Subsection (1)(c), the Dutch Central Bank shall only grant its consent 

after that supervisory authority has declared, at the Dutch Central Bank’s request, that the branch office 

possesses the minimum amount of solvency margin, especially in view of the proposed transfer, and that, 

where applicable, no scheme equivalent to a recovery scheme as referred to in Section 3:132 has been 

required from the branch office. 

Section 3:129

1. A life insurer or non-life insurer having its registered office in a non-Member State that has transferred rights 

and obligations under a life insurance contract or rights and obligations under a non-life insurance contract, 

concluded by performing services to the Netherlands, to another life insurer or non-life insurer with the consent 

of the competent supervisory authority, shall publish a notification of the transfer in the Netherlands in the 

manner to be specified by the Dutch Central Bank.

2. The content of the notification referred to in Subsection (1) shall require the Dutch Central Bank’s prior approval.

3.5.1a.4. Funeral expenses and benefits in kind insurers having their registered office in a non-designated 

State

Section 3:131

1. A funeral expenses and benefits in kind insurer having its registered office in a non-designated State that 

wishes to transfer rights and obligations under a funeral expenses and benefits in kind insurance contract shall 

require the Dutch Central Bank’s consent where it concerns the transfer of rights and obligations under a 

funeral expenses and benefits in kind insurance contract concluded from a branch office situated in the 

Netherlands, to another funeral expenses and benefits in kind insurer or to a life insurer in the context of that 

insurer’s operations from a place of business in the Netherlands.

2. If the legislation of another Member State does not provide for an approval procedure for a funeral expenses 

and benefits in kind insurer having its registered office in that Member State regarding the transfer of its rights 

and obligations under a funeral expenses and benefits in kind insurance contract, concluded from a branch 

office situated in the Netherlands, to another funeral expenses and benefits in kind insurer or to a life insurer in 

the context of that insurer’s operations from a branch office situated in the Netherlands, the transfer may be 

carried out subject to the Dutch Central Bank’s consent.

3. The Dutch Central Bank shall only consent to a transfer as referred to in Subsection (1) to:

a. a funeral expenses and benefits in kind insurer in the context of that insurer’s operations from a place of 

business in the Netherlands, if this funeral expenses and benefits in kind insurer maintains the required 

solvency margin, especially in view of the proposed transfer, and the Dutch Central Bank has required no 

recovery scheme pursuant to Sections 3:132 or 3:134 from that funeral expenses and benefits in kind 

insurer; 

b. a life insurer in the context of that insurer’s operations from a place of business in the Netherlands, if this life 

insurer maintains the required solvency margin, especially in view of the proposed transfer, and, where it 

concerns a life insurer having its registered office in a Member State, the Dutch Central Bank or a 

supervisory authority of a Member State has not required a recovery scheme pursuant to Section 3:132, or 

a recovery scheme equivalent to the recovery scheme referred to in Section 3:132, from that life insurer. 

4. The Dutch Central Bank shall consent to a transfer as referred to in Subsection (1) after the supervisory 

authority, where present, in the State where the transferring funeral expenses and benefits in kind insurer has 

its registered office has declared that it consents to this transfer. 

5. In derogation from Subsections (2) and (4), a funeral expenses and benefits in kind insurer having its registered 

office in a non-designated State may transfer its rights and obligations under an individual funeral expenses 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

and benefits in kind insurance contract at the policyholder’s request. 

6. The provisions arising from Sections 3:116, 3:119 and 3:120(1) to (3) shall apply mutatis mutandis to a transfer 

as referred to in Subsection (1). 

Section 3:131a 

1. The transfer of the rights and obligations under all funeral expenses and benefits in kind insurance contracts by 

funeral expenses and benefits in kind insurers having their registered office a non-designated State shall be 

equivalent to the transfer of these rights and obligations in the event of a merger as referred to in Section 309 of 

Book 2 of the Dutch Civil Code or a section as referred to in Section 334a of Book 2 of the Dutch Civil Code.

2. Sections 3:113(1), opening words and under (a), 3:116, 3:117(1), 3:118(6), 3:119 and 3:120(1) to (3) shall 

apply mutatis mutandis to a transfer as referred to in Subsection (1).

Part 3.5.2. Recovery scheme

3.5.2.1. Insurers having their registered office in the Netherlands

Section 3:132

1. Where the rights of the parties involved as policyholders, insured parties or parties entitled to payments in 

insurance contracts concluded by an insurer having its registered office in the Netherlands, are threatened, the 

Dutch Central Bank may require a recovery scheme from the insurer that shall be submitted for its approval 

within eight weeks, or however much earlier as determined by the Dutch Central Bank, unless Section 3:136 

applies.

2. Rules shall be laid down by or pursuant to a Decree in respect of the recovery scheme.

3. Where the Dutch Central Bank has required a recovery scheme and the insurer’s financial position deteriorates, 

the Dutch Central Bank may instruct that insurer to have a higher minimum amount of solvency margin than 

prescribed by or pursuant to a Decree, in order to ensure that this insurer will continue in the near future to fulfil 

the minimum solvency margin requirements prescribed by or pursuant to a Decree. The level of the higher 

minimum solvency margin shall be based on the recovery scheme referred to in Subsection (1), and a term may 

be specified within which the higher minimum amount must be attained.

3.5.2.2. Life insurers and non-life insurers having their registered office in a non-Member State

Section 3:133

Section 3:132 shall apply mutatis mutandis to life insurers and non-life insurers having their registered office in a 

non-Member State. 

3.5.2.3. Reinsurers having their registered office in a non-designated State and funeral expenses and 

benefits in kind insurers having their registered office in a non-designated State

Section 3:134

Section 3:132 shall apply mutatis mutandis to reinsurers and funeral expenses and benefits in kind insurers having 

their registered office in a non-designated State. 

Part 3.5.3. Restriction of the power of disposal, restructuring scheme and financing scheme

3.5.3.1. Insurers having their registered office in the Netherlands

Section 3:135

1. If an insurer having its registered office in the Netherlands does not comply with the provisions laid down by or 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

pursuant to Section 3:67 with regard to the technical facilities, the Dutch Central Bank may restrict the power of 

the insurer to dispose freely of its assets, irrespective of where they are situated, or prohibit the insurer from 

disposal of these assets otherwise than with the authorisation of the Dutch Central Bank.

2. Before taking a decision as referred to in Subsection (1), the Dutch Central Bank shall communicate its intention 

to the supervisory authorities of the other Member States in which the reinsurer, life insurer or non-life insurer 

has a branch office or to which it provides services from its places of business in a Member State.

3. If it has taken a decision as referred to in Subsection (1), the Dutch Central Bank may request the supervisory 

authorities referred to in Subsection (2) to take measures accordingly with regard to the assets situated in the 

Member States concerned, with reference to such assets.

4. The insurer may invoke the invalidity of a legal act performed in breach of the restriction or prohibition, if the 

other party knew of the measure or could not have been unaware of it.

5. The Dutch Central Bank shall lift the restriction or repeal the prohibition as soon as the insurer once again 

complies with the provisions laid down by or pursuant to Section 3:67.

6. The Dutch Central Bank shall communicate the decision referred to in Subsections (1) and (5) to the 

supervisory authorities referred to in Subsection (2).

Section 3:136

1. If an insurer having its registered office in the Netherlands no longer complies with the provisions laid down by 

or pursuant to Section 3:57(1) to (3) with regard to the minimum amount of solvency margin, it shall, at the 

Dutch Central Bank’s request, submit a restructuring scheme for approval to the Dutch Central Bank within eight 

weeks, or however much earlier as determined by the Dutch Central Bank, unless Subsection (2) applies.

2. If the solvency margin has fallen below the guarantee fund referred to in Section 3:57(4), the insurer, at the 

Dutch Central Bank’s request, shall submit a financing scheme for approval to the Dutch Central Bank within 

eight weeks, or however much earlier as determined by the Dutch Central Bank.

3. Rules shall be laid down by or pursuant to a Decree as regards the content of the restructuring scheme and the 

financing scheme referred to in Subsections (1) and (2) respectively.

4. The Dutch Central Bank may, on the insurer’s request, permit changes in a scheme for which approval was 

granted. The Dutch Central Bank may also require changes in the plan or withdraw its approval in the event of a 

change in circumstances.

5. If Subsections (1) or (2) are applied and the Dutch Central Bank sees cause to do so, it shall communicate this 

to the supervisory authorities of other Member States in which the reinsurer, life insurer or non-life insurer has a 

branch office or to which it provides services from its places of business in a Member State.

Section 3:137

An insurer having its registered office in the Netherlands whose solvency margin does not comply with the 

provisions laid down by or pursuant to Section 3:57 shall provide the Dutch Central Bank with a list of the assets 

referred to in Section 3:67 and of any changes in such assets within the term and in the manner specified by the 

Dutch Central Bank. 

Section 3:138

1. In the event of exceptional circumstances as referred to in Section 3:136(1) on the basis of which the financial 

position of the insurer is expected to deteriorate further, and in the case referred to in Section 3:136(2), the 

Dutch Central Bank may restrict the power of the insurer to dispose freely of its assets, irrespective of where 

they are situated, or prohibit the insurer from disposal of these assets otherwise than with the authorisation of 

the Dutch Central Bank.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2. Where it concerns a reinsurer, life insurer or non-life insurer, the Dutch Central Bank shall communicate its 

decision, where possible before this decision takes effect, to the supervisory authority of another Member State 

in which the insurer has a branch office or to which it provides services from its places of business in a Member 

State. It may request this supervisory authority to take measures accordingly with regard to the assets situated 

in the Member States concerned, with reference to those assets.

3. Section 3:135(4) shall apply mutatis mutandis.

4. The Dutch Central Bank shall lift the restriction or repeal the prohibition as soon as the insurer once again 

complies with the provisions laid down by or pursuant to this Act with regard to the solvency margin. The Dutch 

Central Bank shall communicate this decision to the supervisory authorities referred to in Subsection (2). 

Section 3:139

1. Where a higher minimum solvency margin is required from an insurer pursuant to Section 3:132(3) and that 

insurer does not or no longer possess this minimum amount of solvency margin, the Dutch Central Bank may, 

in exceptional circumstances on the basis of which the financial position of the insurer is expected to deteriorate 

further, restrict the power of the insurer to dispose freely of its assets, irrespective of where they are situated, or 

prohibit the insurer from disposal of these assets otherwise than with the authorisation of the Dutch Central 

Bank. 

2. Sections 3:135(4) and 3:138(2) and (4) shall apply mutatis mutandis.

3. 3.5.3.2. Life insurers and non-life insurers having their registered office in another Member State 

Section 3:140 

1. The Dutch Central Bank shall take a decision as referred to in Section 3:135(1) or 3:138(1) if the supervisory 

authority of another Member State where a life insurer or non-life insurer has its registered office so requests.

2. In urgent cases, the Dutch Central Bank may take the measures referred to in Subsection (1) without a request 

to that effect from the supervisory authority referred to in that subsection, if the life insurer or non-life insurer 

violates provisions laid down by or pursuant to this Act.

3. The restriction or prohibition shall concern the assets situated in the Netherlands. If the measure is taken at the 

request of the supervisory authority of the Member State where the insurer has its registered office and that 

authority has listed those assets, the Dutch Central Bank shall take this into consideration.

4. Section 3:135(4) shall apply mutatis mutandis.

5. The Dutch Central Bank shall lift the restriction or repeal the prohibition as soon as the supervisory authority 

referred to in Subsection (1) so requests or if there is reason to do so.

6. The Dutch Central Bank shall communicate the decision regarding the restriction or prohibition and the decision 

referred to in Subsection (5) to the supervisory authority referred to in Subsection (1).

7. If a life insurer or non-life insurer having its registered office in another Member State has a branch office in the 

Netherlands or performs services to the Netherlands, and the supervisory authority of that Member State has 

informed the Dutch Central Bank of the withdrawal of the licence granted to that insurer, the Dutch Central 

Bank shall publish a notification of this in the Government Gazette. This notification shall also state the 

restriction or prohibition imposed pursuant to Subsection (1).

3.5.3.3. Life insurers and non-life insurers having their registered office in a non-Member State

Section 3:141

1. If a life insurer or non-life insurer having its registered office in a non-Member State does not comply with the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

provisions laid down by or pursuant to Section 3:68 with regard to the technical facilities, the Dutch Central Bank 

may restrict the power of the life insurer or non-life insurer to dispose freely of the assets relating to its business 

as a life insurer or non-life insurer conducted from the Netherlands, or prohibit the insurer from disposal of these 

assets otherwise than with the authorisation of the Dutch Central Bank.

2. Before taking a decision as referred to in Subsection (1), the Dutch Central Bank shall communicate its intention 

to the supervisory authority of another Member State that is responsible for supervising the solvency margin of 

the life insurer or non-life insurer referred to in Section 3:60(2).

3. Section 3:135(4) shall apply mutatis mutandis. 

4. The Dutch Central Bank shall lift the restriction or repeal the prohibition as soon as the life insurer or non-life 

insurer referred to in Subsection (1) once again fulfils the requirements referred to in Subsection (1).

5. The Dutch Central Bank shall communicate the decision regarding the restriction or prohibition and the lifting or 

repeal of such restriction or prohibition to the supervisory authority referred to in Subsection (2), and to the 

supervisory authorities of the Member States to which the life insurer or non-life insurer referred to in Subsection 

(1) provides services from the Netherlands.

Section 3:142

Section 3:136 shall apply mutatis mutandis to life insurers and non-life insurers having their registered office in a 

non-Member State. 

Section 3:143

A life insurer or non-life insurer having its registered office in a non-Member State whose solvency margin does not 

comply with the provisions laid down by or pursuant to this Act, or the requirements laid down in another Member 

State if a dispensation was granted in accordance with Section 3:60, shall provide the Dutch Central Bank with a list 

of the assets referred to in Section 3:68 and of any changes in such assets within the term and in the manner 

specified by the Dutch Central Bank. 

Section 3:144

1. In the event of exceptional circumstances as referred to in Section 3:136(1) on the basis of which the financial 

position of the life insurer or non-life insurer having its registered office in a non-Member State is expected to 

deteriorate further, and in the case referred to in Section 3:136(2), the Dutch Central Bank may restrict the 

power of the life insurer or non-life insurer to dispose freely of the assets relating to its business as a life insurer 

or non-life insurer conducted from the Netherlands, or prohibit the insurer from disposal of these assets 

otherwise than with the authorisation of the Dutch Central Bank.

2. The Dutch Central Bank shall communicate its decision, where possible before this decision takes effect, to the 

supervisory authority of another Member State in which the life insurer or non-life insurer has a branch office or 

to which it performs services from its branch office in a Member State. It may request this supervisory authority 

to take measures accordingly with regard to the assets situated in the Member State concerned.

3. As regards a life insurer or non-life insurer whose solvency margin is supervised by the supervisory authority of 

another Member State under Section 3:60(2), the Dutch Central Bank shall take a decision as referred to in 

Subsection (2) with regard to the assets situated in the Netherlands, if that supervisory authority so requests 

based on the fact that the life insurer or non-life insurer faces circumstances similar to those referred to in 

Subsection (1).

4. Section 3:135(4) shall apply mutatis mutandis.

5. The Dutch Central Bank shall lift the restriction or repeal the prohibition as soon as the life insurer or non-life 

insurer once again complies with the provisions laid down by or pursuant to this Act with regard to the solvency 

margin, or, if the decision is based exclusively on Subsection (3), as soon as the supervisory authority referred 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

to in that subsection so requests. The Dutch Central Bank shall communicate the decision to lift the restriction 

or prohibition to the supervisory authority referred to in Subsection (2).

Section 3:145

1. Where a higher minimum solvency margin is required pursuant to Section 3:132(3) from a life insurer or non-life 

insurer having its registered office in a non-Member State, and the life insurer or non-life insurer does not or no 

longer possess this minimum amount of solvency margin, the Dutch Central Bank may, in exceptional 

circumstances on the basis of which the financial position of the life insurer or non-life insurer is expected to 

deteriorate further, restrict the power of the life insurer or non-life insurer to dispose freely of its assets, 

irrespective of where they are situated, or prohibit the insurer from disposal of these assets otherwise than with 

the authorisation of the Dutch Central Bank. 

2. Section 3:144(2) to (5) shall apply mutatis mutandis. 

3.5.3.4. Funeral expenses and benefits in kind insurers having their registered office in a non-designated 

State

Section 3:146

1. If a reinsurer having its registered office in a non-designated State or funeral expenses and benefits in kind 

insurer having its registered office in a non-designated State does not comply with the provisions laid down by 

or pursuant to Section 3:68a and 3:69 respectively with regard to the technical facilities, the Dutch Central Bank 

may restrict the power of the funeral expenses and benefits in kind insurer to dispose freely of the assets 

relating to its business conducted from the Netherlands, or prohibit the insurer from disposal of these assets 

otherwise than with the authorisation of the Dutch Central Bank.

2. Section 3:135(4) shall apply mutatis mutandis.

3. The Dutch Central Bank shall lift the restriction or repeal the prohibition as soon as the reinsurer or funeral 

expenses and benefits in kind insurer once again complies with the provisions laid down by or pursuant to 

Section 3:68a and 3:69 respectively.

Section 3:147

Sections 3:136, 3:137 and 3:138(1) and (4), first sentence, shall apply mutatis mutandis to reinsurers having their 

registered office in a non-designated State and to funeral expenses and benefits in kind insurers having their 

registered office in a non-designated State. 

Section 3:148

1. In the event of exceptional circumstances as referred to in Section 3:136(1) on the basis of which the financial 

position of the reinsurer having its registered office in a non-designated State or funeral expenses and benefits 

in kind insurer having its registered office in a non-designated State is expected to deteriorate further, and in 

the case referred to in Section 3:136(2), the Dutch Central Bank may restrict the power of the reinsurer or 

funeral expenses and benefits in kind insurer to dispose freely of the assets relating to its business conducted 

from the Netherlands, or prohibit the insurer from disposal of these assets otherwise than with the authorisation 

of the Dutch Central Bank.

2. Section 3:135(4) shall apply mutatis mutandis.

3. The Dutch Central Bank shall lift the restriction or repeal the prohibition as soon as the reinsurer or funeral 

expenses and benefits in kind insurer once again complies with the provisions laid down by or pursuant to this 

Act with regard to the solvency margin.

Part 3.5.4. Relief scheme for life insurers
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

3.5.4.1. Life insurers having their registered office in the Netherlands

Section 3:149

1. This section shall apply to life insurers having their registered office in the Netherlands that hold a licence as 

referred to in Section 2:27(1).

2. This section and Sections 3:8, 3:9, 3:15, 3:17, 3:18, 3:70, 3:71, 3:95, 3:97, 3:99 and 1:79 to 1:88 shall apply 

mutatis mutandis to relief institutions that conduct the business of a life insurer exclusively as reinsurers within 

the meaning of Section 3:152(2).

Section 3:150

1. There shall be a confidential advisory committee composed of a chair and a minimum of two and a maximum of 

four other members, who shall: 

a. advise the Dutch Central Bank in cases where such is prescribed by this section; 

b. on request, advise the Dutch Central Bank on decisions to be taken by the latter pursuant to this section; 

and 

c. on request, assist the Dutch Central Bank in examining opportunities of cooperation between a life insurer to 

which relief may be provided and another insurer, or a takeover by the latter. 

2. Our Minister shall appoint, suspend and dismiss the chair and the other members of the confidential advisory 

committee in accordance with a procedure to be specified by ministerial regulation, which shall provide at least 

for a right of recommendation by the Dutch Central Bank and the representative organisations of life insurers 

together. 

3. Rules shall be laid down by ministerial regulation as regards the confidential advisory committee’s working 

method. 

Section 3:151

1. Having consulted the confidential advisory committee, the Dutch Central Bank may decide to provide relief if: 

a. Section 3:136(2) applies; 

b. approval has been withheld in respect of the life insurer’s financing scheme referred to in Section 3:136(2); 

and 

c. the life insurer’s portfolio has a chance of survival. 

2. Withholding approval in respect of the financing scheme referred to in Subsection (1)(b) shall, for the purposes 

of this section, be considered equivalent to the withdrawal of approval granted in respect of a financing scheme, 

failure to submit a financing scheme within the term specified by the Dutch Central Bank, or failure to change an 

approved financing scheme in the manner indicated by the Dutch Central Bank within the term specified by the 

latter.

3. Relief shall be provided on the basis of a relief plan to be drawn up by the Dutch Central Bank after consultation 

with the confidential advisory committee. The life insurer and the relief institution shall act in accordance with the 

relief plan.

4. The Dutch Central Bank shall communicate the commencement of the relief and the corresponding relief plan to 

the life insurer and the relief institution.

5. Having consulted the confidential advisory committee, the Dutch Central Bank may amend the relief plan. 

Section 3:152
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. The relief regulated in the relief plan may consist of reinsurance by a relief institution or a transfer of the portfolio 

to a relief institution.

2. In the event of reinsurance of the portfolio, the life insurer’s commitments under direct insurance contracts shall 

be reinsured, either fully or in part, with a relief institution to be designated by the Dutch Central Bank. The 

conditions of reinsurance shall be drawn up by the relief institution and shall require the Dutch Central Bank’s 

approval.

3. In the event of a portfolio transfer, the life insurer’s rights and obligations under direct insurance contracts shall 

be transferred to a relief institution to be designated by the Dutch Central Bank. On that occasion, the relief 

institution shall increase the solvency margin to the level required under Section 3:57.

4. The relief institution’s articles of association, including any amendments, shall require the Dutch Central Bank’s 

prior approval.

Section 3:153

The Dutch Central Bank may issue instructions to the life insurer and the relief institution in the interest of the proper 

operation of the relief instrument. The life insurer and the relief institution shall follow the instructions of the Dutch 

Central Bank. The instructions shall not concern the reinsurance conditions referred to in Section 3:152(2), last 

sentence. 

Section 3:154 

1. A transfer of the life insurer’s portfolio under the relief plan shall only take place after the court within whose 

jurisdiction the life insurer has its registered office has authorised the transfer at the Dutch Central Bank’s 

request.

2. The Dutch Central Bank may file an application to grant or withdraw an authorisation with the court without the 

intervention of a local counsel.

3. The court shall authorise the transfer, unless the Dutch Central Bank in all reasonableness has been unable to 

conclude that the life insurer’s portfolio has any chance of survival.

4. The Dutch Central Bank shall send a copy of its application for authorisation to the insurer.

5. The court shall hear the Dutch Central Bank’s application for authorisation with the utmost despatch in a session 

behind closed doors in accordance with procedures in civil matters, insofar as not otherwise provided by this 

Act. Judgment shall not be delivered in public.

6. The court may inspect the life insurer’s commercial data and documents, or arrange for these to be inspected.

7. The court shall issue no order before the life insurer and the Dutch Central Bank have been heard, or at least 

properly summoned.

8. The order shall be immediately enforceable, with retroactive effect to the start of the day on which it was 

pronounced, notwithstanding any provision against it.

9. The court may withdraw the authorisation at the Dutch Central Bank’s request.

10. The Dutch Central Bank shall inform the life insurer and the relief institution that the transfer has been 

authorised.

11. The order shall be open only to an appeal in cassation. Apart from the Dutch Central Bank, the life insurer, 

regardless of whether it appeared before the court, may lodge an appeal in cassation against the court order 

issued pursuant to this section.

12. An appeal in cassation against the order shall be lodged within 14 days of the date of the court order. The 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

appeal in cassation shall be heard in chambers and with the utmost despatch. Judgment shall not be delivered 

in public.

Section 3:155

1. In implementing the relief plan, the life insurer shall transfer to the relief institution the assets serving to cover 

the technical facilities, insofar as these facilities concern the commitments that will be reinsured or transferred.

2. The life insurer shall transfer no more than the assets required for the reinsurance or transfer of the portfolio.

3. If more assets are required for the relief than those referred to in Subsection (1), the life insurer shall also 

transfer supplementary assets to the relief institution, up to the required amount.

4. Sections 3:112, 3:117(1), 3:118, 3:119, 3:120, 3:126 and 3:128 shall not apply to the portfolio transfer by the life 

insurer to the relief institution.

Section 3:156

1. The amount made available at any time for providing relief shall not exceed € 213,610,176 [Ed.: € 241,168,866 

as at 1 January 2007], on the understanding that: 

a. a maximum amount of € 106,805,088 [Ed.: € 120,584,433 as at 1 January 2007] may be made available per 

relief situation; and 

b. the available amount regarding which, in the opinion of the Dutch Central Bank at the time when the relief is 

commenced, after consulting the confidential advisory committee, there is a significant risk that it will not be 

redeemed, may at no time exceed € 106,805,088 [Ed.: € 120,584,433 as at 1 January 2007]. 

2. Each year, Our Minister shall adjust the amounts referred to in Subsection (1) to the development in terms of 

percentage of the total sum of the life insurers’ minimum amounts of solvency margin, as referred to in Sections 

3:149(1) and 3:159, as evidenced by the most recent annual financial reporting of the Dutch Central Bank.

3. Our Minister shall publish the amounts referred to in Subsection (1) in the Government Gazette in January of 

the year to which they refer.

4. If, as a result of the application of the relief instrument, the maximum amounts referred to in Subsection (1) are 

no longer available for subsequent relief, the Dutch Central Bank shall determine the maximum amounts that 

will be available in that case.

5. Having consulted the confidential advisory committee, the Dutch Central Bank shall determine the amount to be 

made available for providing relief as the occasion arises. The Dutch Central Bank shall determine for each life 

insurer to what extent this amount will be issued by subscribing for shares in the relief institution and to what 

extent this amount will be issued to the relief institution in the form of a subordinated loan. The life insurers to 

which this section applies shall subscribe for the shares and extend the subordinated loan. No declaration of no 

objection as referred to in Section 3:95, opening words and (1)(d) shall be required in respect of subscribing for 

the shares, owning the shares and exercising the control attached to the shares. The Dutch Central Bank shall 

determine the conditions of the subordinated loan.

6. The life insurers to which this section applies shall provide the amount determined pursuant to Subsection (5). 

To this end, the Dutch Central Bank shall impose an assessment on the life insurers.

7. Subsection (6) shall not apply to relief institutions and to life insurers to which relief is or has been provided and 

which still have commitments on that account.

8. The Dutch Central Bank may grant a life insurer a dispensation from Subsection (6), first sentence, if, as a 

result of the contribution, that life insurer’s solvency margin will fall below the level required under Section 3:57, 

and the life insurer seems unable to increase the solvency margin to the required level within a reasonable 

period.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

9. If a life insurer fails to fulfil its obligations ensuing from Subsection (6), the Dutch Central Bank may issue a writ 

of execution that may be declared enforceable by the preliminary relief judge of the court within whose 

jurisdiction the Dutch Central Bank is based and thus constitute an enforceable order, which may then be 

enforced by the Dutch Central Bank in compliance with the provisions of the Code of Civil Procedure.

10. Further rules shall be laid down by or pursuant to a Decree as regards relief provided pursuant to this section.

Section 3:157

1. Section 3:119(1) to (4), first sentence shall not apply if the relief institution transfers the portfolio to another life 

insurer.

2. If the Dutch Central Bank has no reservations about the transfer, it shall grant the relief institution its consent in 

respect of the transfer.

Section 3:158

1. Having consulted the confidential advisory committee, the Dutch Central Bank shall determine when the 

provision of relief will be terminated. 

2. The Dutch Central Bank shall inform the life insurer and the relief institution of the termination of the provision of 

relief.

3. If the relief institution is left with a credit balance after the termination of the provision of relief that involved a 

portfolio transfer, the relief institution shall pay this balance to the life insurer to which the relief was provided.

4. After the termination of the provision of relief, the relief institution shall in any event cancel the shares that do not 

represent the minimum capital referred to in Section 67(2) of Book 2 of the Dutch Civil Code. The shareholders 

shall cooperate in this respect.

3.5.4.2. Life insurers having their registered office in a non-Member State

Section 3:159

Section 3.5.4.1 shall apply mutatis mutandis to life insurers having their registered office in a non-Member State 

that conduct the business of a life insurer from branch offices situated in the Netherlands, where it concerns direct 

insurance contracts concluded from a branch office in the Netherlands, unless a dispensation has been granted in 

respect of the branch office within the meaning of Section 3:60. 

Part 3.5.5. Emergency regulations, rationalisation measures and winding-up procedures under foreign law 

3.5.5.1. Financial enterprises having their registered office in the Netherlands 

Section 3:160

1. If the solvency or the liquidity of a credit institution having its registered office in the Netherlands that holds a 

licence as referred to in Section 2:11(1) shows signs of a dangerous development and no improvement of that 

development may be expected within reason, the court within whose jurisdiction the credit institution has its 

registered office may, at the Dutch Central Bank’s request, declare emergency regulations applicable in respect 

of the credit institution in the interest of the combined creditors.

2. If the solvency or the liquidity of a credit institution is such that it may be expected within reason that the credit 

institution will be unable to honour all or part of its obligations in respect of the funds it has obtained, the court 

within whose jurisdiction the credit institution has its registered office may, at the Dutch Central Bank’s request, 

declare emergency regulations applicable in respect of the credit institution in the interest of the combined 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

creditors.

Section 3:161 

1. If special measures are required in the interest of the combined creditors in winding up the business of an entity 

for risk acceptance or insurer having its registered office in the Netherlands, the court within whose jurisdiction 

the insurer has its registered office may, at the Dutch Central Bank’s request, declare emergency regulations 

applicable.

2. For the purposes of this section, ‘insurer’ shall also be understood to mean ‘entity for risk acceptance’ and 

‘insurance’ shall also be understood to mean ‘risk acceptance’.

Section 3:162

1. The Dutch Central Bank shall send a copy of the application to the credit institution or insurer having its 

registered office in the Netherlands and shall communicate its substance to the supervisory authorities of the 

other Member States in which the branch office of the credit institution or insurer is situated or to which it 

performs services from its places of business in another Member State.

2. The court shall hear the Dutch Central Bank’s application to declare emergency regulations applicable with the 

utmost despatch in a session behind closed doors in accordance with procedures in civil matters, insofar as not 

otherwise provided by this Act.

3. The court shall issue no order as referred to in Sections 3:160(1) or 3:161 before the financial enterprise 

referred to in Subsection (1) and the Dutch Central Bank have been heard, or at least properly summoned.

4. On declaring the emergency regulations applicable, the court shall appoint one of its members or one of the 

members of another court as delegated judge and appoint one or more administrators. The Dutch Central Bank 

may nominate candidates for the appointment of the administrator or administrators.

5. If the application is granted, the order shall be pronounced in open court and an extract shall, without delay, be 

published by the administrators in the Government Gazette, the Official Journal of the European Union and in at 

least two Dutch daily newspapers to be designated by the court and at least two national daily newspapers, to 

be designated by the court, of each Member State in which the enterprise concerned has a branch office or to 

which it provides services. The extracts shall state the name and registered office of the financial enterprise 

referred to in Subsection (1), the place of residence or business address of the administrators and the date of 

the order. The publication in the national daily newspapers shall be made in the official language or languages 

of the Member State concerned. Furthermore, the publication in the Official Journal of the European Union and 

the national daily newspapers of each Member State in which the enterprise concerned has a branch office or to 

which it provides services shall state that, barring exceptions, the emergency regulations will be governed by 

Dutch law, the legal basis, that the Dutch Central Bank is the competent supervisor, and the final date by which 

an appeal may be lodged against the decision, stating the full address of the Court of Appeal, the subject of the 

decision and the legal basis.

Section 3:163

1. On declaring the emergency regulations applicable or afterwards, the court may authorise the administrators to: 

a. transfer all or part of the obligations of the credit institution, which it assumed in conducting the business of a 

credit institution in order to obtain the disposal of funds, or all or part of the obligations of the insurer under 

insurance contracts; 

b. wind up, in full or in part, the credit institution’s business or the insurer’s portfolio; or 

c. carry out both the transfer referred to under (a) and the winding up referred to under (b). 

2. In the case of an authorisation with regard to an insurer, the authorisation referred to under (b) and (c) shall also 

cover the winding-up of the equity capital of the insurer’s business, as long as it has not appeared that the 

insurer’s equity capital is negative.

3. The Dutch Central Bank may state in the application referred to in Sections 3:160(1) or (2) and 3:161 which of 

the authorisations referred to in Subsection (1) is most appropriate in its opinion.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 3:164

1. If the authorisation covers a transfer as referred to in Section 3:163(1), opening words and under (a), it may, on 

the recommendation of the delegated judge or at the request of the administrators, be extended to an 

authorisation as referred to in Section 3:163(1), opening words and under (c).

2. The court registrar shall send a copy of the recommendation or the application to the credit institution or the 

insurer having its registered office in the Netherlands and, where it concerns a recommendation, also to the 

Dutch Central Bank.

3. Before rendering a decision on a recommendation or application as referred to in Subsection (1), the court shall 

provide the Dutch Central Bank with the opportunity to express its view in that respect. The Dutch Central Bank 

shall express its view with the utmost despatch.

4. After the Dutch Central Bank has expressed its view pursuant to Subsection (3), or, where it has not availed 

itself of the opportunity referred to in Subsection (3), the court shall hear the recommendation or the application 

referred to in Subsection (3) with the utmost despatch in a session behind closed doors in accordance with 

procedures in civil matters, insofar as not otherwise provided by this Act.

Section 3:165

1. The court shall be competent to inspect commercial data and documents of the credit institution or insurer 

concerned, or to designate experts to do so.

2. The party holding the data shall supply the data or information within a term to be specified by the court.

Section 3:166

The Dutch Central Bank shall send a copy of the recommendation or the application referred to in Section 3:164(1) 

to the credit institution or insurer having its registered office in the Netherlands and shall communicate its substance 

to the supervisory authorities of the other Member States in which the financial enterprise concerned has a branch 

office or to which it provides services from its places of business in other Member States. 

Section 3:167

The orders referred to in Sections 3:160(1) and (2), 3:161 and 3:164(1) shall state the grounds on which they are 

based. 

Section 3:168

Where the court grants an authorisation as referred to in Section 3:163(1), it shall determine the period of validity at 

18 months at most. If an authorisation to transfer is extended to an authorisation to transfer and wind up, the court 

shall set the period of validity of the authorisation to transfer and wind up at the remaining period of validity of the 

authorisation to transfer. Prior to the expiry of that term, the administrators may request, once or several times, that 

the period of validity be extended by 18 months at most. The application shall be heard in the same manner as an 

application to declare emergency regulations applicable. As long as no decision has been rendered on an 

application for extension upon expiry of the period of validity, the authorisation shall remain in full force and effect. 

Section 3:169

1. The court registrar shall, without delay, inform the Dutch Central Bank of an order as referred to in Section 

3:160(1) or (2), 3:161 or 3:164(1).

2. Having been informed of the order, the Dutch Central Bank shall, without delay, notify the supervisory 

authorities of all the other Member States of the order and of the possible consequences in the case concerned. 

The Dutch Central Bank shall also, without delay, communicate the order to the systems designated by Our 

Minister pursuant to Section 212d of the Bankruptcy Act.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 3:170

1. The administrators shall, without delay, inform all known creditors in writing of an authorisation as referred to in 

Section 3:163(1), opening words and under (b) or (c).

2. The notification to creditors with insurance-related claims shall also state the most important consequences of 

the authorisation for the insurance contracts and the rights and obligations of the creditor with an insurancerelated claim.

3. Each creditor may present its claim and written comments concerning its claim to the administrators.

Section 3:171

1. The notification referred to in Section 3:170(1) to a known creditor having its habitual residence or address in a 

Member State that has an insurance-related claim shall be made in the official language or languages of that 

Member State.

2. The notification referred to in Section 3:170(1) to a known creditor having its habitual residence or address in a 

Member State that has a claim other than the claim referred to in Subsection (1), shall be made in Dutch by 

means of a form bearing the heading «Notification to present comments on claims. Deadlines» in all the official 

languages of the Member States. 

3. Each creditor having its habitual residence or address in a Member State may present its claim and written 

comments on its claim in an official language of that Member State, together with explanatory notes, bearing the 

Dutch headings «Indiening van een vordering» (‘Presentation of a claim’) and «Indiening van opmerkingen 

betreffende een vordering» (‘Presentation of comments on a claim’) respectively.

4. In the event of emergency regulations with regard to a credit institution, the administrators may demand the 

translation into Dutch of the presentation of the claim and the accompanying comments.

Section 3:172

If an authorisation has been granted as referred to in Section 3:163(1), opening words and under (b) or (c): 

a. the administrators shall, on a regular basis and in appropriate manner, inform all known creditors in any 

event of the progress of the emergency regulations; and 

b. the Dutch Central Bank shall inform the supervisory authorities of the other Member States that so request 

of the progress of the emergency regulations. 

Section 3:173

1. The delegated judge shall supervise the transfer or the winding-up as referred to in Section 3:163(1) and the 

administration of the assets.

2. Sections 66 and 67(1) of the Bankruptcy Act shall apply mutatis mutandis to the orders of the delegated judge, 

issued in the implementation of the provisions of Subsection (1). Section 67(2) of the Bankruptcy Act shall apply 

mutatis mutandis insofar as the sections listed therein have been declared applicable mutatis mutandis under 

Section 3:180(2). The provisions of those sections with regard to the liquidator and the party in liquidation shall 

apply mutatis mutandis to the administrators and the insurer respectively.

Section 3:174

1. An order as referred to in Sections 3:160(1) or (2), 3:161, 3:163(1) or 3:164(1) shall be immediately enforceable. 

An order as referred to in Sections 3:160(1) or (2) or 3:161 shall have retroactive effect to the start of the day on 

which it was pronounced. The enforceability and retroactive effect referred to in this subsection shall apply 

notwithstanding any provision against it.

2. In derogation from Subsection (1), an order as referred to in Subsection (1) shall have no retroactive effect in 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

respect of:

a. a transfer instruction or settlement instruction issued by a credit institution or insurer having its registered 

office in the Netherlands, or any payment, delivery, settlement or other legal act ensuing from such 

instruction which is required for the full execution of the instruction in a system as referred to in Section 

212a(b) of the Bankruptcy Act; or 

b. a financial security contract as referred to in Section 51 of Book 7 of the Dutch Civil Code concluded by a 

credit institution or insurer having its registered office in the Netherlands, or a transfer or creation of a right 

of pledge based on such contract, or any payment, delivery or other legal act ensuing from such contract 

which is required for the full performance of that contract, 

where this transfer instruction or financial security contract was issued or concluded prior to the time at which 

the court issued the order. 

3. Subsection (1) and Section 3:175(1) may not be invoked against third parties in respect of: 

a. a transfer instruction or settlement instruction issued by a financial enterprise as referred to in Subsection 

(2), or any payment, delivery, settlement or legal act ensuing from such instruction which is required for the 

full execution of the instruction, where the transfer instruction was issued after the time at which the court 

issued an order as referred to in Subsection (1), if the instruction is executed in a system as referred to in 

Section 212a(b) of the Bankruptcy Act on the day on which the district court issued the order, and the 

central counterparty, the settlement agent or the settlement institute referred to in Section 212a of the 

Bankruptcy Act can demonstrate that it was unaware or was not required to be aware of the order issued by 

the court at the time when the instruction was executed; or 

b. a financial security contract as referred to in Section 51 of Book 7 of the Dutch Civil Code concluded by a 

financial enterprise as referred to in Subsection (2), or any payment, delivery or other legal act ensuing from 

such contract which is required for the full performance of that contract, if the financial security contract was 

concluded after the time at which the court issued an order as referred to in Subsection (1), where the party 

being granted security can demonstrate that it was unaware or was not required to be aware of the order 

issued by the court at the time when that contract was concluded. 

4. Subsections (2) and (3) shall apply mutatis mutandis to security rights under the law of property granted by 

financial enterprises as referred to in Subsection (2) in relation to participation in a system as referred to in 

Section 212a(b) of the Bankruptcy Act for the benefit of a central bank as referred to in Section 212a(h) of the 

Bankruptcy Act or for the benefit of a financial enterprise participating in the system.

5. In derogation from Subsection (1), the order referred to in that subsection shall have no retroactive effect in 

respect of a financial security contract as referred to in Section 51 of Book 7 of the Dutch Civil Code concluded 

by financial enterprises as referred to in Subsection (2) prior to the time at which the court issued the order, or a 

transfer or creation of a right of pledge based on such contract, or any payment, delivery or other legal act 

ensuing from such contract which is required for the full performance of that contract.

6. Subsection (1) may not be invoked against third parties in respect of a financial security contract as referred to 

in Section 51 of Book 7 of the Dutch Civil Code concluded by a financial enterprise as referred to in Subsection 

(2) after the time at which the court issued an order as referred to in Subsection (1), or any payment, delivery or 

other legal act ensuing from such contract which is required for the full performance of that contract, where the 

party being granted security can demonstrate that it was unaware or was not required to be aware of the order 

issued by the court.

7. The order shall state, to the nearest minute, the time at which it was issued.

Section 3:175

1. The administrators shall, solely and exclusively, exercise all powers of the managing and supervisory directors 

of the credit institution or insurer having its registered office in the Netherlands, or, in the case of an insurer 

having its registered office in the Netherlands, of representatives of the insurer.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2. The administrators shall safeguard the interests of the combined creditors.

3. The managing and supervisory directors of the credit institution or insurer, or the insurer’s representatives, shall 

provide all the assistance requested by the administrators.

4. If more than one administrator has been appointed, their acts, in order to be valid, shall require the consent of 

the majority, or, in the event of a tie, an order from the President of the court. An administrator who has been 

assigned a particular range of duties, by means of an authorisation as referred to in Section 3:163(1), shall 

have the power to act independently within the limits of such range.

5. The court may at any time dismiss and replace an administrator, or add one or more associate administrators to 

that administrator, having heard or in any event having properly summoned this administrator and the Dutch 

Central Bank, all this at the request of the administrator concerned, the other administrators, the Dutch Central 

Bank or one or more creditors, or ex officio.

6. The administrators may authorise the managing directors of a credit institution or insurer, or the insurer’s 

representative, to perform certain acts. 

7. A decision of shareholders or members of the financial enterprise referred to in Subsection (1) shall only be 

valid subject to the administrators’ approval. 

8. The administrators may adopt a decision if a decision of shareholders or members that is required for an act 

under the articles of association or regulations of the financial enterprise referred to in Subsection (1) is not 

adopted or approved as required by the articles of association or regulations.

9. The administrators may authorise persons to exercise all or part of the powers conferred on them under 

Subsection (1). The administrators may request the court to determine the remuneration for the authorised 

persons. The administrators shall publish a notification of the name and place of residence of the authorised 

person and of the withdrawal of an authorisation in the Government Gazette.

10. The court shall determine the fees of the persons designated pursuant to Section 3:165(1), the fees and 

disbursements of the administrators and the other costs of the emergency regulations, which shall constitute a 

claim against the assets.

11. The administrators may dismiss the managing directors, supervisory directors and representatives on behalf of 

the financial enterprise referred to in Subsection (1). The agreed or statutory notice periods shall be observed 

for this dismissal, on the understanding, however, that a period of six weeks will in any event suffice.

12. The administrators may appoint persons to represent them or otherwise assist them.

13. Section 69 of the Bankruptcy Act shall apply mutatis mutandis. 

Section 3:176 

1. Declaring emergency regulations applicable shall mean that the credit institution or insurer having its registered 

office in the Netherlands cannot be required to fulfil its obligations existing prior to the emergency declarations 

being declared applicable.

2. Executions that commenced prior to the emergency regulations being declared applicable shall be suspended.

3. Attachments made prior to the emergency regulations being declared applicable shall lapse.

4. Section 36 of the Bankruptcy Act shall apply mutatis mutandis to the obligations referred to in Subsection (1).

5. The provisions of Subsection (1) shall not apply to:

a. claims covered by a pledge or mortgage on property of the financial enterprise referred to in Subsection (1); 

b. instalments of hire-purchase; and 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

c. claims regarding the performance of financial security contracts as referred to in Section 51 of Book 7 of the 

Dutch Civil Code. 

6. Where claims covered by a pledge or mortgage cannot be recovered from the property subject to those rights, 

the order shall be valid against those claims. 

Section 3:177

1. Sections 234 to 241e of the Bankruptcy Act shall apply mutatis mutandis.

2. In derogation from Subsection (1), a payment made against the assets after the publication of the adoption of 

emergency regulations in respect of a credit institution not being a natural person shall release the latter from 

its obligations if, in the event that an authorisation was granted as referred to in Section 3:163(1), opening 

words and under (b), the party that made the payment demonstrates that it was not aware of the adoption of the 

emergency regulations, or, in the event that an authorisation was granted as referred to in Section 3:163(1), 

opening words and under (c), from the moment when assets of the financial enterprise concerned were 

converted into cash with a view to distributing the proceeds among the creditors, shareholders or members of 

the financial enterprise concerned. 

Section 3:178

1. The administrators may make payments in respect of claims not ensuing from transactions with the credit 

institution or insurer having its registered office in the Netherlands after the emergency regulations were 

declared applicable, insofar as this can be deemed justified in view of the liquidity position of the financial 

enterprise concerned, if the provisions of Subsection (2) and Sections 3:179 to 2:184 are complied with.

2. Section 3:171 shall apply mutatis mutandis, on the understanding that the reference to the notification referred 

to in Section 3:170 must be read as: the notification referred to in Section 3:179(2), second sentence.

Section 3:179

1. The administrators shall draw up a statement showing the nature and the amounts of the assets and liabilities of 

the financial enterprise, the names and addresses of the creditors and the amount of the claims of each creditor. 

A copy of this statement, certified by the administrators, shall be deposited at the court registry for free public 

inspection.

2. At the administrators’ request, the delegated judge shall specify the day by which the claims must have been 

presented, as well as the date, time and place of the first creditors’ meeting. Once the delegated judge has 

rendered a decision on the request referred to in the first sentence, the administrators shall, without delay, 

inform all known creditors of this in writing. This notification shall in any event also include the consequences of 

presenting a claim after the expiry of the term referred to in the first sentence, the statement that the claim must 

be submitted to the administrators and, where appropriate, the statement that a claim is laid to a right of priority 

or a property right. In respect of creditors with insurance-related claims, the notification shall also state the most 

important consequences of the emergency regulations for the insurance contracts, as well as the rights and 

obligations of the insured person and other parties in connection with the insurance contracts.

3. In the case of a credit institution, non-life insurer or life insurer having its registered office in the Netherlands, the 

administrators shall also publish a notification of the orders in the Government Gazette, the Official Journal of 

the European Union and in at least two Dutch daily newspapers to be designated by the court and at least two 

national daily newspapers of each member state in which the enterprise concerned has a branch office or to 

which it provides services, and, in the case of a funeral expenses and benefits in kind insurer having its 

registered office in the Netherlands, in the Government Gazette and in at least two Dutch daily newspapers to 

be designated by the court.

4. Sections 110 to 113 and 213l(e) of the Bankruptcy Act shall apply mutatis mutandis.

Section 3:180
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. The administrators shall deposit a copy of the list of provisionally recognised claims and of the list of disputed 

claims at the court registry, where they shall be available for free public inspection for a period of 14 days prior 

to the first creditors’ meeting. Before the commencement of this period, the administrators shall inform all 

known creditors in writing of this deposition, accompanied by an invitation to the first creditors’ meeting. The 

administrators shall also publish a notification of the deposition in one or more daily newspapers to be 

designated by the delegated judge.

2. Sections 59, 119 to 122, 123 to 127, 129, 132 to 137, 260(1), 261 and 262(1) and (3) of the Bankruptcy Act 

shall apply mutatis mutandis in respect of validations. Thereby the provisions relating to the liquidator and the 

party in liquidation shall apply to the administrators and the financial enterprise referred to in Subsection (1) 

respectively. In derogation from the period referred to in Section 127(1) of the Bankruptcy Act, the period for 

presenting claims as determined under Section 3:179(2) shall apply. The claims that become due and 

demandable on or after the date of the order referred to in Sections 3:160(1) and (2) and 3:161 shall be 

validated at the value which they represent at the time when these claims become due and demandable, on the 

understanding that in respect of claims which are subject to Section 3:195(1) this shall apply only where said 

provision has not already been applied to these claims. 

Section 3:181

1. The managing directors of the financial enterprise referred to in Section 3:178 shall attend the first creditors’ 

meeting in order to furnish any and all information regarding the reasons for the situation referred to in Sections 

3:160 or 3:161 and the condition of the assets which the delegated judge asks them to provide. Each of the 

creditors may request the delegated judge to ask the managing directors for information in respect of certain 

points to be specified by them.

2. The questions put to the managing directors and the answers given by them shall be recorded in the minutes.

3. In derogation from the provisions of Section 121(4) of the Bankruptcy Act, the minutes of the first creditors’ 

meeting shall, with regard to the commitments of the financial enterprise referred to in Subsection (1) that are 

transferred pursuant to Sections 3:194(1) and 3:195(1) respectively, only be final and conclusive where the 

relevant stipulations remain unchanged.

Section 3:182

1. After the validation of the claims, the administrators shall draw up a list of liquidating dividends. They shall 

submit this list to the delegated judge for approval. The list shall contain a statement of receipts and 

expenditure, including the fees of the administrators, the names of the creditors, and also the validated amount 

of each creditor’s claim and the dividend to be received in respect of that claim. Sections 180(2), 181 and 182(1) 

of the Bankruptcy Act shall apply mutatis mutandis. Without prejudice to Section 3:184, Section 233 of that Act 

shall also apply mutatis mutandis.

2. In drawing up the list of liquidating dividends, an amount of liquid resources shall be set aside in respect of the 

claims which are disputed or whose priority is contested, or which have been allowed conditionally, which 

amount shall at least be equal to the total of the amounts which may be paid in respect of these claims in 

compliance with this section, or, alternatively, these dividends shall be secured in another manner.

Section 3:183

1. The administrators shall deposit the list of liquidating dividends approved by the delegated judge at the court 

registry, where it shall be available for free inspection by the creditors for a period of 14 days. The 

administrators shall publish a notification of the deposition in one or more daily newspapers to be designated by 

the delegated judge, and, where it concerns a credit institution, life insurer or non-life insurer having its 

registered office in the Netherlands, in the Official Journal of the European Union. The administrators shall also 

inform each of the recognised and conditionally admitted creditors in writing of the deposition, stating the 

amounts reserved for them.

2. Sections 184 to 186, 187(1), (2) and (3), 189 and 191 of the Bankruptcy Act shall apply mutatis mutandis, on the 

understanding that the provisions of these sections relating to the liquidator shall apply to the administrators and 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

that, in derogation from the period referred to in Section 184 of the Bankruptcy Act, the period referred to in 

Subsection (1), first sentence of the present section shall apply.

3. Where a validation dispute arises as a result of the objections raised pursuant to Section 184 or Section 186 of 

the Bankruptcy Act, Section 3:182 shall apply mutatis mutandis to the claims relating to those objections, and 

the dividends may subsequently be paid, with due observance of the other provisions of Sections 3:178 to 

3:184, after the other amounts of dividend included in the list deposited for inspection have been modified 

accordingly where necessary. Where the objections raised do not lead to a validation dispute, the dividends 

may be paid, with due observance of the provisions of the order issued in respect of the objections, as soon as 

that order has become final and conclusive.

Section 3:184 

In derogation from Section 3:182(2), last sentence, dividends may only be paid in respect of validated claims which 

become due or demandable on or after the date of the order referred to in Sections 3:160(1) and (2) and 3:161, 

insofar as Section 3:163(1) has not already been applied to these claims, when these claims have become due and 

demandable. Until that time, an amount of liquid resources shall be set aside which shall at least equal the total of 

the amounts which may be paid in respect of these claims in compliance with this section, or, alternatively, these 

dividends shall be secured in a different manner. 

Section 3:185

By virtue of their authorisation referred to in Section 3:163(1), the administrators, irrespective of any stipulations on 

this point in the articles of association of the relevant credit institution or insurer having its registered office in the 

Netherlands, may: 

a. make and collect calls not yet made on the shares in the issued share capital of the credit institution or 

insurer having its registered office in the Netherlands, and the guarantee capital of an insurer having its 

registered office in the Netherlands; 

b. impose and collect additional assessments up to the maximum amount stipulated in the articles of 

association of an insurer having its registered office in the Netherlands that is a mutual association having 

its registered office in the Netherlands. 

Section 3:186

During the period of the emergency regulations, the administrators shall, without delay, report on their activities to 

the court at the end of every three months, and on termination of the emergency regulations. The administrators 

shall send a copy of this report to Our Minister and to the Dutch Central Bank. 

Section 3:187

For the purposes of Sections 194, 342 and 343 of the Criminal Code, involuntary liquidation shall be considered 

equivalent to the legal position of a credit institution or insurer having its registered office in the Netherlands as long 

as the emergency regulations are in force with regard to this financial enterprise. 

Section 3:188 [Cancelled from 1 January 2007] 

Section 3:189

1. The court may terminate the emergency regulations at the administrators’ request or ex officio.

2. The administrators may file an application to terminate the emergency regulations with the court without the 

intervention of a local counsel.

3. The court shall issue no order before the credit institution or insurer having its registered office in the 

Netherlands and the Dutch Central Bank have been heard, or at least properly summoned.

4. The administrators shall publish a notification of the termination of the emergency regulations in the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Government Gazette and, where it concerns a credit institution, life insurer or non-life insurer having its 

registered office in the Netherlands, in the Official Journal of the European Union and in one or more daily 

newspapers to be designated by the court.

5. The Dutch Central Bank shall communicate the termination of the emergency regulations to the supervisory 

authorities of other Member States in which the financial enterprise referred to in Subsection (1) has a branch 

office or to which it provides services from its places of business in other Member States.

Section 3:190

Where the notification referred to in Sections 3:189(4), 3:194(3) or 212o(1) of the Bankruptcy Act concerns all the 

commitments of the credit institution or insurer having its registered office in the Netherlands, the powers conferred 

on the administrators pursuant to the emergency regulations being declared applicable shall lapse by operation of 

law as a result of this notification. 

Section 3:191

1. If the application to declare emergency regulations applicable is dismissed, the Dutch Central Bank may lodge 

an appeal against orders of the court pursuant to Sections 3:160(1) or (2), 3:161, 3:163(1) and 3:194 within 

eight days of the date of the dismissal.

2. If the application to declare emergency regulations applicable is granted, the credit institution or insurer having 

its registered office in the Netherlands may, where it has been heard in respect of the application to declare 

emergency regulations applicable, lodge an appeal within eight days of the date on which the application was 

granted or, where it has not been heard, file an objection against orders of the court pursuant to Sections 

3:160(1) or (2), 3:161, 3:163(1), 3:194 and 3:195(1).

3. The hearing shall take place in chambers and with the utmost despatch.

4. If the application is granted, the order shall be pronounced in open court and an extract shall, without delay, be 

published by the administrators in the Government Gazette, the Official Journal of the European Union and in at 

least two Dutch daily newspapers to be designated by the Court of Appeal and at least two national daily 

newspapers, to be designated by the Court of Appeal, of each Member State in which the enterprise concerned 

has a branch office or to which it provides services. The extracts shall state the name and registered office of 

the financial enterprise concerned, the place of residence or business address of the administrators and the 

date of the order. The publication in the national daily newspapers shall be made in the official language or 

languages of the Member State concerned. Furthermore, the publication in the Official Journal of the European 

Union and the national daily newspapers of each Member State in which the enterprise concerned has a branch 

office or to which it performs services shall state that, barring exceptions, the emergency regulations will be 

governed by Dutch law, the legal basis, that the Dutch Central Bank is the competent supervisor, and the final 

date by which an appeal in cassation may be lodged against the decision, stating the full address of the 

Supreme Court, the subject of the decision and the legal basis.

5. An appeal in cassation against this decision on appeal or objection must be lodged within 14 days of the date of 

the judgment. Subsection (3) shall apply mutatis mutandis.

6. Where the order to declare emergency regulations applicable is set aside by the judgment on objection, appeal 

or appeal in cassation, the acts performed by the administrators prior to or on the day on which the requirement 

of publication in the Government Gazette in accordance with Section 3:192(1) is satisfied shall nevertheless be 

valid and binding with regard to the credit institution or insurer.

Section 3:192

1. As soon as an order to declare emergency regulations applicable has been set aside by a judgment on 

objection, appeal or appeal in cassation, and, in the first two cases, the period within which to lodge an appeal 

or appeal in cassation has expired without such legal remedy having been used, the registrar of the court that 

set aside the order shall communicate that judgment to the administrators. The administrators shall publish a 

notification of this in the publications referred to in Section 3:162(5). 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2. Section 15(2) and (3) of the Bankruptcy Act shall apply mutatis mutandis. 

Section 3:193

1. An association of which at least 35 percent of: 

a. the creditors with a claim against the credit institution having its registered office in the Netherlands under a 

contract concluded by the credit institution in the pursuit of its business in order to obtain the disposal of 

funds; or 

b. the creditors with an insurance-related claim; 

are members, may present claims to the administrators. 

2. The administrators shall hear the association before exercising the powers referred to in Sections 3:194 or 

3:195 if the association has demonstrated to the administrators’ satisfaction, at a time to be specified by the 

administrators, that it fulfils the requirements laid down in Subsection (1). 

Section 3:194

1. The court, upon granting an authorisation as referred to in Section 3:163(1) or thereafter, may, upon request, 

grant a special authorisation to the administrators enabling them, upon the transfer of rights and obligations 

under contracts concluded by the credit institution having its registered office in the Netherlands in the pursuit of 

its business as a credit institution in order to obtain the disposal of funds, to change those contracts, on the 

understanding that the clauses in the contracts from which claims ensue as referred to in Section 3:176(5), 

claims covered by a pledge or mortgage on property of the credit institution or instalments of hire-purchase 

cannot be changed.

2. As regards the special authorisations referred to in Subsection (1), Sections 3:162(1) to (3) and (5), first 

sentence, 3:165, 3:168, 3:169(1) and (2), first sentence and 3:174(1) shall apply mutatis mutandis.

3. As soon as the commitments have been transferred, the administrators shall publish a notification of the transfer 

and, where clauses in the contracts have been changed, of those changes, in the Government Gazette, in the 

Official Journal of the European Union and in at least three daily newspapers to be designated by the court.

4. The transfer and the change shall take effect towards all the parties involved, other than the credit institutions 

concerned, on the second day following the publication date of the Government Gazette in which the notification 

was published.

5. The Dutch Central Bank shall communicate the transfer to the supervisory authorities of the other Member 

States in which the credit institution has a branch office or to which it performs services from its places of 

business in other Member States.

6. Changes as referred to in Subsection (1) shall not affect the payments made in accordance with Section 3:178 

prior to the day on which the application for the authorisation referred to in Subsection (1) was submitted.

7. During the winding-up referred to in Section 3:163(1), opening words and under (b) or (c), the court shall 

arrange, where required, the particulars and consequences of the winding-up, including a reduction of the 

period of validity of current contracts, after obtaining the opinion of the administrators and the Dutch Central 

Bank.

Section 3:195

1. The court, upon granting an authorisation as referred to in Section 3:163(1) or thereafter, may, upon request, 

grant a special authorisation to the administrators enabling them: 

a. upon the transfer of rights and obligations under an insurance contract concluded by the insurer having its 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

registered office in the Netherlands, to change that insurance contract; or 

b. to reduce the period of validity of the insurance contract. 

2. As regards the special authorisation referred to in Subsection (1), Sections 3:162(1) to (3) and (5), first sentence, 

3:165, 3:168, 3:169(1) and (2), first sentence and 3:174(1) shall apply mutatis mutandis.

3. As soon as the rights and obligations have been transferred under the authorisation referred to in Section 

3:163(1), the administrators shall publish a notification of this transfer and, where they have performed acts 

under the special authorisation referred to in Subsection (1), of those acts, in the Government Gazette, in at 

least two daily newspapers to be designated by the court and, where it concerns a life or non-life insurer having 

its registered office in the Netherlands, in the Official Journal of the European Union. The administrators may, 

where they deem this to be in the interest of policyholders, insured persons or persons entitled to payments, 

also publish the said transfer and acts in another manner.

4. The transfer and the change referred to in Subsection (1)(a) shall take effect towards all the parties involved, 

other than the insurer concerned, on the second day following the publication date of the Government Gazette 

in which the notification was published. Sections 3:112 to 3:114, 3:116 and 3:120 shall not apply to transfers. 

5. Where it concerns a life insurer or non-life insurer, the Dutch Central Bank shall communicate the transfer and 

the acts to the supervisory authorities of the other Member States in which the financial enterprise concerned 

has a branch office or to which it provides services from its places of business in other Member States.

6. Changes as referred to in Subsection (1)(a) shall not affect the payments made in accordance with Section 

3:178 prior to the day on which the application for the authorisation referred to in Subsection (1) was submitted.

7. Changes as referred to in Subsection (1)(a) that concern a life insurance contract may not result in additional 

obligations on the part of policyholders.

Section 3:196

Where rights and obligations are transferred pursuant to an authorisation as referred to in Section 3:163(1) or a 

special authorisation as referred to in Section 3:195(1), the insurer having its registered office in the Netherlands 

shall transfer the assets serving to cover the technical facilities, insofar as these facilities concern the commitments 

that are transferred. 

Section 3:197

A transfer of rights and obligations pursuant to an authorisation as referred to in Section 3:163(1), opening words 

and under (a) or (c) may not prejudice the rights of the remaining creditors. 

Section 3:198

1. Where the emergency regulations are applied under this chapter, the claims against the assets, in accordance 

with the provisions of the Bankruptcy Act, shall, depending on the nature of the claim concerned, either be 

apportioned among all the assets or offset exclusively against one particular asset. Claims against the assets 

shall in any event include the costs of entry in a public register in another Member State.

2. Without prejudice to the provisions of Subsection (1) and except for claims covered by a pledge or mortgage, in 

the event of emergency regulations in respect of a non-life insurer having its registered office in the Netherlands 

the following claims shall be recovered from the assets in the following order:

a. the insurance-related claims with regard to periodic payments relating to illness, injury or the death of natural 

persons, arising from a non-life insurance contract, with the exception of payments owed to another insurer 

under a reinsurance contract, and of payments relating to pensions awarded to employees or former 

employees of the insurer or to their surviving dependants; 

b. the claims of employees and former employees and the claims of their surviving dependants with regard to 

pension instalments that have already matured, insofar as the claim is not older than one year; 

c. the claims of employees, other than managing directors of the insurer that employs them, and former 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

employees as well as the claims of their surviving dependants with regard to awarded pension instalments 

maturing in the future; 

d. the claims of employees with regard to the wages for the preceding year and all they are owed for the 

current year, as well as the amount of the increase in those wages pursuant to Section 625 of Book 7 of the 

Dutch Civil Code, and the amount of the expenses incurred by the employee on behalf of the insurer as 

employer, and the amounts owed by the insurer to the employee pursuant to Title 10 of Book 7 of the Dutch 

Civil Code in connection with the termination of the employment contract; 

e. the insurance-related claims with regard to non-periodic payments relating to illness, injury or the death of 

natural persons, arising from a non-life insurance contract, with the exception of payments owed to another 

insurer under a reinsurance contract; 

f. the insurance-related claims with regard to payments relating to claims other than those referred to under (a) 

and (e), arising from non-life insurance contracts; 

g. the claims to a refund of amounts that were paid without a legal basis, or whose payment lost its legal basis, 

which payment was made on the supposition that it constituted a payment of premiums. 

3. Without prejudice to the provisions of Subsection (1) and except for claims covered by a pledge or mortgage, in 

the event of emergency regulations in respect of a life insurer having its registered office in the Netherlands the 

following claims shall be recovered from the assets in the following order: 

a. the claims of employees and former employees and the claims of their surviving dependants with regard to 

pension instalments that have already matured, insofar as the claim is not older than one year; 

b. the claims of employees, other than managing directors of the insurer that employs them, and former 

employees as well as the claims of their surviving dependants with regard to awarded pension instalments 

maturing in the future; 

c. the claims of employees with regard to the wages for the preceding year and all they are owed for the 

current year, as well as the amount of the increase in those wages pursuant to Section 625 of Book 7 of the 

Dutch Civil Code, and the amount of the expenses incurred by the employee on behalf of the insurer, and 

the amounts owed by the insurer to the employee pursuant to Title 10 of Book 7 of the Dutch Civil Code in 

connection with the termination of the employment contract; 

d. the insurance-related claims and rights relating to payments that have arisen or will arise under a life 

insurance contract; 

e. the claims to a refund of amounts that were paid without a legal basis, or whose payment lost its legal basis, 

which payment was made on the supposition that it constituted a payment of premiums. 

4. Without prejudice to the provisions of Subsection (1) and except for claims covered by a pledge or mortgage, in 

the event of emergency regulations in respect of a funeral expenses and benefits in kind insurer having its 

registered office in the Netherlands the following claims shall be recovered from the assets in the following 

order: 

a. the claims of employees and former employees and the claims of their surviving dependants with regard to 

pension instalments that have already matured, insofar as the claim is not older than one year; 

b. the claims of employees, other than managing directors of the insurer that employs them, and former 

employees as well as the claims of their surviving dependants with regard to awarded pension instalments 

maturing in the future; 

c. the claims of employees with regard to the wages for the preceding year and all they are owed for the 

current year, as well as the amount of the increase in those wages pursuant to Section 625 of Book 7 of the 

Dutch Civil Code, and the amount of the expenses incurred by the employee on behalf of the insurer as 

employer, and the amounts owed by the insurer to the employee pursuant to Title 10 of Book 7 of the Dutch 

Civil Code in connection with the termination of the employment contract; 

d. the claims and rights relating to performances that have arisen or will arise under a funeral expenses and 

benefits in kind insurance concluded from a place of business in the Netherlands. 

5. Any claims not listed in Subsections (2), (3) and (4) shall only be paid after the claims referred to in Subsections 

(2), (3) and (4) have been paid and, in the case of claims as referred to in Subsections (2) and (3), where it is 

established that such claims will not arise in the future, in proportion to every claim, subject to the rules of 

priority recognised by law.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

6. The rules of priority referred to in Subsection (5) shall apply both to claims of creditors with their habitual 

residence, address or registered office in the Netherlands and to similar claims of creditors with their habitual 

residence, address or registered office in another Member State.

Section 3:199

1. Where the relief referred to in Section 3:152(1) has already commenced when the emergency regulations are 

declared applicable, the Dutch Central Bank may continue to provide the relief in the form referred to in Section 

3:152(3). 

2. The administrators shall provide assistance in this respect. 

Section 3:200 

1. Having consulted the confidential advisory committee, the Dutch Central Bank may commence the relief 

referred to in Section 3:152(1) during the emergency regulations, provided that the life insurer’s portfolio has a 

chance of survival.

2. The administrators shall provide assistance in this respect.

3. In the case referred to in Subsection (1), the relief shall be restricted to the mandatory portfolio transfer referred 

to in Section 3:152(3).

4. Section 3:151(1) and (2) shall not apply. 

Section 3:201 

1. The Dutch Central Bank shall notify the administrators if the mandatory portfolio transfer cannot be realised after 

the relief has commenced in accordance with Sections 3:151(2) or 3:200.

2. As long as the Dutch Central Bank has not made this notification, the court shall not grant a special 

authorisation to the administrators as referred to in Section 3:195(1).

3. The court shall also refrain from granting the special authorisation as long as the Dutch Central Bank has not 

commenced the relief, unless the Dutch Central Bank has informed the administrators of the circumstance that 

there is no reason to commence such relief.

3.5.5.2. Financial enterprises having their registered office in another Member State 

Section 3:202

If the solvency or the liquidity of a branch office situated in the Netherlands of an unlicensed credit institution having 

its registered office in another Member State is such that it may be expected within reason that the credit institution 

or the branch office will be unable to honour all or part of its obligations in respect of the funds it has obtained, the 

court within whose jurisdiction the credit institution has its registered office or the branch office is situated may, at 

the Dutch Central Bank’s request, declare emergency regulations applicable in respect of the credit institution in the 

interest of the combined creditors. 

Section 3:203

If special measures are required in the interest of the creditors with an insurance-related claim in winding up the 

business of a branch office situated in the Netherlands of an unlicensed life insurer or non-life insurer having its 

registered office in another Member State, the court within whose jurisdiction that insurer has its registered office 

may, at the Dutch Central Bank’s request, declare emergency regulations applicable. 

Section 3:204

Sections 3:162 to 3:201 shall apply mutatis mutandis to credit institutions as referred to in Section 3:202 and 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

insurers as referred to in Section 3:203 insofar as these sections relate to the financial enterprises concerned. 

Section 3:205

1. The court registrar shall inform the Dutch Central Bank where the court deems it necessary to adopt a 

rationalisation measure in relation to a branch office situated in the Netherlands of a credit institution having its 

registered office in another Member State that may pursue the business of a credit institution in the Netherlands 

pursuant to Section 2:15.

2. Having been informed in accordance with Subsection (1), the Dutch Central Bank shall notify the supervisory 

authorities of all the other Member States.

3.5.5.3. Financial enterprises having their registered office in a non-Member State with a branch office 

situated in the Netherlands

Section 3:206

1. If the solvency or the liquidity of a credit institution having its registered office in a non-Member State with a 

branch office the Netherlands that holds a licence as referred to in Section 2:20(1), or the solvency or the 

liquidity of a branch office situated in the Netherlands of a credit institution having its registered office in a nonMember State that holds a licence as referred to in Section 2:20(1), shows signs of a dangerous development 

and no improvement of that development may be expected within reason, the court within whose jurisdiction the 

branch office is situated may, at the Dutch Central Bank’s request, declare emergency regulations applicable in 

respect of the credit institution in the interest of the combined creditors.

2. If the solvency or the liquidity of a credit institution having its registered office in a non-Member State with a 

branch office situated in the Netherlands, or of a branch office situated in the Netherlands of a credit institution 

having its registered office in a non-Member State, is such that it is may expected that the credit institution or 

the branch office will be unable to honour all or part of its obligations in respect of the funds it has obtained, the 

court within whose jurisdiction the branch office is situated may, at the Dutch Central Bank’s request, declare 

emergency regulations applicable in respect of the credit institution in the interest of the combined creditors.

Section 3:207

If special measures are required in the interest of the combined creditors in winding up the business of a life insurer 

or non-life insurer to which Section 2:40 applies, or of the combined creditors whose claim is the result of an 

obligation ensuing from the operation of the branch office situated in the Netherlands, the court within whose 

jurisdiction the life insurer or non-life insurer has its registered office may, at the Dutch Central Bank’s request, 

declare emergency regulations applicable. 

Section 3:208

1. The Dutch Central Bank shall send a copy of the application to the credit institution referred to in Section 

3:206(1) and (2), the life insurer and non-life insurer referred to in Section 3:207 and to the branch office, and 

shall communicate the substance of the application to: 

a. the supervisory authorities of the other Member States to which it provides services from a branch office 

situated in the Netherlands; and 

b. where it concerns a life insurer or non-life insurer and a supervisory authority of another Member State is 

responsible for supervising of the solvency margin of the insurer concerned, that supervisory authority. 

2. Section 3:162(2) to (4) shall apply mutatis mutandis.

3. The court registrar shall send a copy of the summons referred to in Section 3:162(3) to a financial enterprise as 

referred to in Subsection (1) and to the branch office.

4. If the application is granted, the order shall be pronounced in open court and an extract shall, without delay, be 

published by the administrators in the Government Gazette and in at least two Dutch daily newspapers to be 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

designated by the court. The extract shall state the name and registered office and the branch office of the 

financial enterprise, the registered office and place of residence or business address of the administrators and 

the date of the order.

Section 3:209

If an authorisation has been granted as referred to in Section 3:163(1), opening words and under (b) or (c), the 

administrators shall, on a regular basis and in appropriate manner, inform all known creditors whose claim is the 

result of an obligation ensuing from the operation of a branch office situated in the Netherlands in any event of the 

progress of the emergency regulations. 

Section 3:210 

1. As regards a credit institution, life insurer or non-life insurer having its registered office in a non-Member State 

with a branch office situated in the Netherlands, the authorisations shall concern the business conducted from 

the branch office situated in the Netherlands.

2. For the purposes of Subsection (1), provisions may be laid down by or pursuant to a Decree as regards the 

assets and liabilities that must be regarded as part of that business.

Section 3:211

1. Sections 3:163 to 3:168, 3:171, 3:173, 3:174, 3:175(1) to (6) and (9) to (13), and 3:176 to 3:201 shall apply 

mutatis mutandis to emergency regulations declared applicable in accordance with Sections 3:206 or 3:207, on 

the understanding that «creditors» must be read as «creditors whose claim is the result of an obligation ensuing 

from the operation of the branch office situated in the Netherlands».

2. In derogation from Subsection (1), no publication of a notification in the Official Journal of the European Union 

shall be required in respect of the orders referred to in Section 3:179(3) and the deposition referred to in Section 

3:183(1).

Section 3:212

1. If an authorisation has been granted as referred to in Section 3:163(1), opening words and under (b), the court 

registrar shall, without delay, inform the Dutch Central Bank of the substance of the order and of its possible 

consequences in the case concerned. Thereupon the Dutch Central Bank shall, without delay, inform the 

supervisory authorities of the other Member States in which the credit institution referred to in Section 3:206(1) 

or (2) or the insurer referred to in Section 3:207 has a branch office, of the order and of its possible 

consequences in the case concerned. The Dutch Central Bank shall inform the supervisory authorities of the 

other Member States of the order.

2. If an authorisation has been granted as referred to in Section 3:163(1), opening words and under (c), and the 

administrator starts the winding-up procedure, the administrator shall, without delay, inform the Dutch Central 

Bank of the substance of the order and of its possible consequences in the case concerned. Thereupon the 

Dutch Central Bank shall, without delay, inform the supervisory authorities of the other Member States in which 

the credit institution referred to in Section 3:206(1) or (2) or the insurer referred to in Section 3:207 has a branch 

office, of the order and of its possible consequences in the case concerned. The Dutch Central Bank shall 

inform the supervisory authorities of the other Member States of the order.

3. The court shall seek to coordinate any joint actions with the judicial or administrative bodies of the other 

Members States.

Section 3:213

1. If a credit institution, life insurer or non-life insurer having its registered office in a non-Member State has a 

branch office situated in the Netherlands and one or more branch offices situated in other Member States, the 

court and the Dutch Central Bank shall seek to coordinate their actions with the administrative or judicial bodies 

competent to take rationalisation measures and the supervisory authorities of those other Member States.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2. In the case referred to in Subsection (1), the administrators appointed in the Netherlands shall seek to 

coordinate their actions with the administrators in the other Member States in which the credit institution holds a 

licence.

Section 3:214

Without prejudice to Section 3:166, the Dutch Central Bank shall also send a copy as referred to in that section to 

the branch office situated in the Netherlands. 

Section 3:215

1. The administrators shall, without delay, inform the creditors referred to in Section 3:209 in writing of an 

authorisation as referred to in Section 3:163(1), opening words and under (b) and (c). 

2. The notification referred to in Section 3:209 to creditors with an insurance-related claim shall also state the 

most important consequences of the authorisation for the insurance contracts and the rights and obligations of 

the creditor with an insurance-related claim.

3. Each of the creditors referred to in Section 3:209 may present its claim and written comments relating to its 

claim to the administrators.

Section 3:216

If an authorisation has been granted as referred to in Section 3:163(1), opening words and under (b) or (c), the 

administrators shall, on a regular basis and in appropriate manner, inform the creditors referred to in Section 3:209 

in any event of the progress of the emergency regulations, and the Dutch Central Bank shall inform the supervisory 

authorities of the other Member States that so request of the progress of the emergency regulations. 

Section 3:217

By virtue of their authorisation referred to in Section 3:163(1), the administrators, irrespective of any stipulations on 

this point in the articles of association of the credit institution, life insurer or non-life insurer having its registered 

office in a non-Member State, may: 

a. make and collect calls not yet made on the shares in the issued share capital of the credit institution, life 

insurer or non-life insurer and the guarantee capital of a life insurer or non-life insurer; and 

b. impose and collect additional assessments up to the maximum amount stipulated in the articles of 

association of the life insurer or non-life insurer that is a mutual association having its registered office in the 

Netherlands. 

Section 3:218

The assessment of the size of the equity capital of a credit institution, life insurer or non-life insurer having its 

registered office in a non-Member State shall be based exclusively on the assets and liabilities that must be 

regarded as part of the business conducted from its branch offices situated in the Netherlands. 

Section 3:219

The Dutch Central Bank shall communicate the termination of the emergency regulations to: 

a. the supervisory authorities of the other Member States to which a credit institution, life insurer or non-life 

insurer having its registered office in a non-Member State provides services from a branch office situated in 

the Netherlands; and 

b. where it concerns a life insurer or non-life insurer and another supervisory authority of another Member 

State is responsible for supervising the solvency margin of the insurer concerned: that supervisory authority. 

Section 3:220
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. The court, upon granting an authorisation as referred to in Section 3:163(1) or thereafter, may, upon request, 

grant a special authorisation to the administrators enabling them, upon the transfer of rights and obligations 

under contracts concluded by the credit institution having its registered office in a non-Member State from a 

branch office situated in the Netherlands, in the course of its business as a credit institution in order to obtain 

the disposal of funds, to change those contracts, on the understanding that the clauses in the contracts from 

which claims ensue as referred to in Section 3:176(5), claims covered by a pledge or mortgage on property of 

the credit institution or instalments of hire-purchase cannot be changed.

2. As regards the special authorisations referred to in Subsection (1), Sections 3:162(1) to (3) and (5), first 

sentence, 3:165, 3:168, 3:169(1) and (2), first sentence and 3:174(1) shall apply mutatis mutandis.

3. As soon as the commitments have been transferred, the administrators shall publish a notification of the 

transfer and, where clauses in the contracts have been changed, of those changes, in the Government Gazette 

and in at least two daily newspapers to be designated by the court. 

4. Section 3:194(4) to (7) shall apply mutatis mutandis. 

Section 3:221

1. The court, upon granting an authorisation as referred to in Section 3:163(1) or thereafter, may, upon request, 

grant a special authorisation to the administrators enabling them: 

a. upon the transfer of rights and obligations under an insurance contract concluded by the insurer having its 

registered office in the Netherlands, to change that insurance contract; or 

b. to reduce the period of validity of that insurance contract. 

2. As regards the special authorisations referred to in Subsection (1), Sections 3:162(1) to (3) and (5), first 

sentence, 3:165, 3:168, 3:169(1) and (2), first sentence and 3:174(1) shall apply mutatis mutandis.

3. As soon as the rights and obligations have been transferred under the authorisation referred to in Section 

3:163(1), the administrators shall publish a notification of this transfer and, where they have performed acts 

under the special authorisation referred to in Subsection (1), of those acts, in the Government Gazette and in at 

least two daily newspapers to be designated by the court. The administrators may, where they deem this to be 

in the interest of policyholders, insured persons or persons entitled to payments, also publish the said transfer 

and acts in another manner.

4. Section 3:195(4) to (7) shall apply mutatis mutandis.

3.5.5.4. Entities for risk acceptance, reinsurers and funeral expenses and benefits in kind insurers having 

their registered office outside the Netherlands with a branch office situated in the Netherlands

Section 3:222

1. If special measures are required in the interest of the combined creditors in winding up the business of a 

reinsurer or funeral expenses and benefits in kind insurer, or of the combined creditors whose claim is the result 

of an obligation ensuing from the operation of such an insurer’s branch office situated in the Netherlands, the 

court within whose jurisdiction the branch office of the insurer concerned is situated may, at the Dutch Central 

Bank’s request, declare emergency regulations applicable.

2. If the application is granted, the order shall be pronounced in open court and an extract shall, without delay, be 

published by the administrators in the Government Gazette and in at least two Dutch daily newspapers to be 

designated by the court. The extract shall state the name and registered office of the insurer and the branch 

office and the registered office and the place of residence or business address of the administrators, as well as 

the date of the order.

3. For the purposes of this section, “reinsurer” shall also be understood to mean “entity for risk acceptance”.

Section 3:223
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. The Dutch Central Bank shall send a copy of the application to the insurer referred to in Section 3:222(1) and to 

the branch office.

2. Section 3:162(2) to (4) shall apply mutatis mutandis.

3. The court registrar shall send a copy of the summons referred to in Section 3:162(3) to the branch office.

4. If the application is granted, the order shall be pronounced in open court and an extract shall, without delay, be 

published by the administrators in the Government Gazette and in at least two Dutch daily newspapers to be 

designated by the court. The extract shall state the name and registered office of the insurer and the branch 

office and the registered office and the place of residence or business address of the administrators, as well as 

the date of the order.

Section 3:224

1. Sections 3:163 to 3:168, 3:171, 3:173, 3:174, 3:175(1) to (6) and (9) to (11), and 3:176 to 3:198(1) shall apply 

mutatis mutandis to emergency regulations declared applicable pursuant to Section 3:222, on the understanding 

that «creditors» must be read as «creditors whose claim is the result of an obligation ensuing from the operation 

of the branch office situated in the Netherlands».

2. In derogation from Subsection (1), no publication of a notification in the Official Journal of the European Union 

shall be required in respect of the orders referred to in Section 3:179(3) and the deposition referred to in Section 

3:183(1).

Section 3:225

1. As regards a reinsurer or funeral expenses and benefits in kind insurer having its registered office outside the 

Netherlands with a branch office situated in the Netherlands, the authorisations referred to in Sections 3:163(1) 

and 3:194(1) shall relate to the business conducted from a branch office situated in the Netherlands.

2. For the purposes of Subsection (1), provisions may be laid down by or pursuant to a Decree as regards the 

assets and liabilities that must be regarded as part of that business.

Section 3:226

The assessment of the size of the equity capital of a reinsurer or funeral expenses and benefits in kind insurer 

having its registered office outside the Netherlands with a branch office situated in the Netherlands shall be based 

exclusively on the assets and liabilities that must be regarded as part of the business conducted from its branch 

offices situated in the Netherlands. 

Section 3:227

Without prejudice to Section 3:166, the Dutch Central Bank shall also send a copy as referred to in that section to 

the branch office situated in the Netherlands and, where it is known to the Dutch Central Bank that the reinsurer or 

funeral expenses and benefits in kind insurer is subject to supervision in the State where it has its registered office, 

it shall communicate the substance of the application to the supervisory authorities of that State. 

Section 3:228

1. The administrators shall, without delay, notify all known creditors whose claim is the result of an obligation 

ensuing from the operation of the branch office situated in the Netherlands, in writing of an authorisation as 

referred to in Section 3:163(1), opening words and under (b) or (c).

2. The notification to creditors as referred to in Subsection (1) with a claim relating to funeral expenses and 

benefits in kind insurance shall also state the most important consequences of the authorisation for the funeral 

expenses and benefits in kind insurance contracts and the rights and obligations of the creditor with a claim 

relating to funeral expenses and benefit in kind insurance.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

3. Each of the creditors referred to in Subsection (1) may present its claim and written comments relating to its 

claim to the administrators.

Section 3:229

1. The administrators may make payments in respect of claims not ensuing from transactions with the reinsurer or 

funeral expenses and benefits in kind insurer having its registered office outside the Netherlands after the 

emergency regulations were declared applicable, insofar as this can be deemed justified in view of the liquidity 

position of the insurer, and provided the provisions of Subsection (2) and Sections 3:230 to 3:235 are fulfilled.

2. Section 3:171 shall apply mutatis mutandis, on the understanding that the reference to the notification referred 

to in Section 3:170 must be read as: the notification referred to in Section 3:230(2), second sentence.

Section 3:230

1. The administrators shall draw up a statement showing the nature and the amounts of the assets and liabilities 

of the reinsurer or funeral expenses and benefits in kind insurer, the names and addresses of the creditors 

referred to in Section 3:228, as well as the amounts of the claims of each of those creditors. A copy of this 

statement, certified by the administrators, shall be deposited at the court registry for free public inspection. 

2. At the administrators’ request, the delegated judge shall specify the day by which the claims must have been 

presented, as well as the date, time and place of the first creditors’ meeting. Once the delegated judge has 

rendered a decision on the request referred to in the first sentence, the administrators shall, without delay, 

inform all known creditors as referred to in Section 3:228 of this in writing. This notification shall in any event 

also include the consequences of presenting a claim after the expiry of the term referred to in the first sentence, 

the statement that the claim must be presented to the administrators and, where appropriate, the statement that 

a claim is laid to a right of priority or a property right. To the creditors as referred to in Section 3:228 with a 

claim relating to funeral expenses and benefits in kind insurance, the notification shall also state the most 

important consequences of the emergency regulations for the insurance contracts, as well as the rights and 

obligations of the insured persons and other parties in connection with the insurance contracts.

3. The administrators shall also publish a notification of the orders in the Government Gazette and in at least two 

Dutch daily newspapers to be designated by the court.

4. Sections 110 to 113 of the Bankruptcy Act shall apply mutatis mutandis, on the understanding that the 

provisions relating to the liquidator and the party in liquidation shall apply to the administrators and the insurer 

respectively. Section 213l(1)(e) of the Bankruptcy Act shall apply mutatis mutandis.

Section 3:231

1. The administrators shall deposit a copy of the list of provisionally recognised claims and of the list of disputed 

claims at the court registry, where they shall be available for free public inspection for a period of 14 days prior 

to the first creditors’ meeting. Before the commencement of this period, the administrators shall inform all 

creditors as referred to in Section 3:228 in writing of this deposition, accompanied by an invitation to the first 

creditors’ meeting. Furthermore, the administrators shall publish the deposition in one or more daily newspapers 

to be designated by the delegated judge.

2. Sections 59, 119 to 122, 123 to 127, 129, 132 to 137, 260(1), 261 and 262(1) and (3) of the Bankruptcy Act 

shall apply mutatis mutandis in respect of the validations. Thereby the provisions relating to the liquidator and 

the party in liquidation shall apply mutatis mutandis to the administrators and the reinsurer or funeral expenses 

and benefits in kind insurer respectively. In derogation from the period referred to in Section 127(1) of the 

Bankruptcy Act, the period for presenting claims as determined under Section 3:230(2) shall apply. The claims 

that become due and demandable on or after the date of the order referred to in Section 3:222(1) shall be 

validated at the value which they represent at the time when these claims become due and demandable, on the 

understanding that in respect of claims which are subject to Section 3:194 this shall apply only where said 

provision has not already been applied to these claims.

Section 3:232
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. The managing directors of the reinsurer or funeral expenses and benefits in kind insurer or the de facto 

managers of the branch office situated in the Netherlands shall attend the first creditors’ meeting in order to 

furnish any and all information regarding the reasons for the situation referred to in Section 3:222(1) and the 

condition of the assets which the delegated judge asks them to provide. Each of the creditors may request the 

delegated judge to ask the managing directors or the de facto managers for information in respect of certain 

points to be specified by them.

2. The questions asked of the managing directors or the de facto managers and the answers given by them shall 

be recorded in the minutes.

3. In derogation from the provisions of Section 121(4) of the Bankruptcy Act, the minutes of the first creditors’ 

meeting shall, with regard to the commitments of the reinsurer or funeral expenses and benefits in kind insurer 

that are transferred pursuant to Section 3:195(1), only be final and conclusive where the relevant stipulations 

remain unchanged.

Section 3:233

1. After the validation of the claims, the administrators shall draw up a list of liquidating dividends. They shall 

submit this list to the delegated judge for approval. The list shall contain a statement of receipts and 

expenditure, including the fees of the administrators, the names of the creditors referred to in Section 3:228, and 

also the validated amount of each creditor’s claim and the dividend to be received in respect of that claim. 

Sections 180(2), 181 and 182(1) of the Bankruptcy Act shall apply mutatis mutandis. Without prejudice to 

Section 3:235, Section 233 of that Act shall also apply mutatis mutandis.

2. In drawing up the list of liquidating dividends, an amount of liquid resources shall be set aside in respect of the 

claims which are disputed or whose priority is contested, or which have been allowed conditionally, which 

amount shall at least be equal to the total of the amounts which may be paid in respect of these claims in 

compliance with this section, or, alternatively, these dividends shall be secured in another manner.

Section 3:234

1. The administrators shall deposit the list of liquidating dividends approved by the delegated judge at the court 

registry, where it shall be available for free inspection by the creditors for a period of 14 days. The 

administrators shall publish a notification of the deposition in one or more daily newspapers to be designated by 

the delegated judge. The administrators shall also inform each of the recognised and conditionally admitted 

creditors in writing of the deposition, stating the amounts reserved for them.

2. Sections 184 to 186, 187(1), (2) and (3), 189 and 191 of the Bankruptcy Act shall apply mutatis mutandis, on the 

understanding that the provisions of these sections relating to the liquidator shall apply to the administrators and 

that, in derogation from the period referred to in Section 184 of the Bankruptcy Act, the period referred to in 

Subsection (1), first sentence shall apply.

3. Where a validation dispute arises as a result of the objections raised pursuant to Section 184 or Section 186 of 

the Bankruptcy Act, Section 3:233 shall apply mutatis mutandis to the claims relating to those objections, and 

the dividends may subsequently be paid, with due observance of the other provisions of Sections 3:229 to 

3:235, after the other amounts of dividend included in the list deposited for inspection have been modified 

accordingly where necessary. Where the objections raised do not lead to a validation dispute, the dividends 

may be paid, with due observance of the provisions of the order issued in respect of the objections, as soon as 

that order has become final and conclusive.

Section 3:235

In derogation from Section 3:233(2), last sentence, dividends may only be paid in respect of validated claims which 

become due or demandable on or after the date of the order referred to in Sections 3:206(1) and (2) and 3:207, 

insofar as Section 3:194(1) has not already been applied to these claims, when these claims have become due and 

demandable. Until that time, an amount of liquid resources shall be set aside which shall at least equal the total of 

the amounts which may be paid in respect of these claims in compliance with this section, or, alternatively, these 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

dividends shall be secured in a different manner. 

Section 3:236

If an authorisation has been granted as referred to in Section 3:163(1), opening words and under (b) or (c), the 

administrators shall, on a regular basis and in appropriate manner, inform each of the creditors referred to in 

Section 3:228 in any event of the progress of the emergency regulations. 

Section 3:237

As soon as the emergency regulations are terminated, the administrators shall publish a notification of this in the 

Government Gazette. 

3.5.5.5. Provisions of international private law

Section 3:238

The references in this section to a Member State where a financial enterprise has its registered office shall also be 

regarded as references to a Member State in which a financial enterprise having its registered office in a nonMember State has a branch office. 

Section 3:239

1. A decision taken in a Member State other than the Netherlands to commence insolvency proceedings in respect 

of a credit institution, life insurer or non-life insurer shall be recognised by operation of law if the credit 

institution, life insurer or non-life insurer has its registered office in that Member State.

2. The decision shall have legal consequences within the Netherlands from the moment when it has legal 

consequences in the Member State where the credit institution, life insurer or non-life insurer has its registered 

office.

Section 3:240

The decision to adopt a rationalisation measure, the rationalisation measure itself and the legal consequences of 

the rationalisation measure shall be governed by the law of the Member State in which the rationalisation measure 

was adopted, unless otherwise provided by law. 

Section 3:241

1. The decision to adopt a rationalisation measure shall not affect the property right of a creditor or a third party to 

a good or goods, both specific goods and collections of indefinite goods as a whole which change from time to 

time, which belong to the credit institution or the insurer and which, at the time when the decision to commence 

the rationalisation proceedings has legal consequences, are situated within the territory of a Member State other 

than the Member State where the entity for risk acceptance, credit institution or insurer has its registered office.

2. For the purposes of Subsection (1), property rights shall in any event be understood to mean:

a. the right to dispose of goods or arrange for their disposal and to obtain satisfaction from the proceeds or the 

income from those goods, in particular by virtue of a right of pledge or mortgage; 

b. the exclusive right to recover a claim, in particular a right guaranteed by a right of pledge in respect of the 

claim or by assignment of the claim as security; 

c. the right to demand the good from anyone holding it contrary to the wishes of the party so entitled, to 

demand the surrender of that good or to demand the uninterrupted enjoyment of that good; 

d. the property right to the beneficial use of goods. 

3. For the purposes of Subsection (1), a property right shall be considered equivalent to the right, entered in a 

public register and enforceable against third parties, under which a property right as referred to in Subsection 

(1) may be obtained.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

4. For the purposes of this section, the Member State in which the good is situated shall be:

a. with regard to goods subject to registration and rights to such goods: the Member State under whose 

authority the register concerned is kept; 

b. with regard to items of property, insofar as not falling under (a): the Member State within whose territory the 

item of property is situated; 

c. with regard to claims: the Member State within whose territory the third-party debtor has its registered office. 

Section 3:242

1. In the event that a credit institution or insurer has purchased an item of property, the decision to adopt a 

rationalisation measure shall not affect the seller’s rights based on a reservation of title, if, at the moment when 

the decision to adopt the rationalisation measure has legal consequences, the item of property to which the 

reservation of title refers is situated within the territory of a Member State other than the Member State where 

the entity for risk acceptance, credit institution or insurer has its registered office.

2. In the event that the financial enterprise has sold an item of property, the decision to adopt a rationalisation 

measure shall not constitute grounds for rescinding or terminating the sale, and the rationalisation measure 

shall not prevent the purchaser from acquiring the title to the item of property, if, at the moment when the 

decision to adopt the rationalisation measure has legal consequences, the item of property is situated within the 

territory of a Member State other than the Member State where the entity for risk acceptance, credit institution 

or insurer has its registered office. 

3. Section 3:241(4) shall apply mutatis mutandis. 

Section 3:243

The decision to adopt the rationalisation measure shall not affect the right of a party that is both a creditor and a 

debtor of the credit institution or insurer to set off its debt with the claim against the credit institution or insurer under 

the law applicable to the claim of the credit institution or insurer. 

Section 3:244

Sections 3:241 to 3:243 shall not preclude an action for the voidness, voidability or unenforceability of a legal act for 

being detrimental to all the creditors. 

Section 3:245

In derogation from Section 3:240, the consequences of a rationalisation measure for employment contracts and 

other legal relationships relating to labour shall be governed exclusively by the law of the Member State applicable 

to that contract or legal relationship. 

Section 3:246

In derogation from Section 3:240, the consequences of a rationalisation measure for a contract entitling a party to 

enjoy or obtain immovable property shall be governed exclusively by the law of the Member State within whose 

territory the immovable property is situated. 

Section 3:247

In derogation from Section 3:240, the consequences of a rationalisation measure for the rights of the credit 

institution or insurer to goods subject to registration shall be governed by the law of the Member State under whose 

authority the register is kept. 

Section 3:248

1. In derogation from Section 3:240 and without prejudice to Section 3:241, the consequences of a rationalisation 

measure for the rights and obligations of participants in a regulated market shall be governed exclusively by the 

law applicable to that market.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2. Subsection (1) shall not preclude an action for the voidness, voidability or unenforceability of a legal act for 

being detrimental to all the creditors.

Section 3:249

In derogation from Section 3:240, the legal validity of a legal act performed for consideration by the credit institution 

or insurer after the adoption of a rationalisation measure through which it obtains the disposal of goods subject to 

registration, transferable securities or other securities whose existence or transfer presupposes the entry in a 

register or an account prescribed by law, or which were placed in a central securities deposit system governed by 

the law of a Member State, shall be governed by the law of the Member State under whose authority the register, 

the account or the deposit system is kept or, where it concerns immovable property, by the law of the Member State 

in which the immovable property is situated. 

Section 3:250

In derogation from Section 3:240, the consequences of the rationalisation measure for a pending lawsuit relating to 

a good which is no longer managed by or at the disposal of the credit institution shall be governed exclusively by 

the law of the Member State in which the lawsuit is pending. 

Section 3:251

Section 3:240 shall not apply to rules relating to the voidness, voidability or unenforceability of legal acts detrimental 

to all the creditors, if the party that has benefited from that legal act proves that: 

a. the said legal act is governed by the law of a Member State other than the Member State where the entity for 

risk acceptance, credit institution or insurer has its registered office; and 

b. that law does not allow any means of challenging that legal act in the relevant case. 

Section 3:252

In derogation from Section 3:240, the consequences of a rationalisation measure adopted in respect of a credit 

institution, for the effects of a set-off contract as referred to in Section 212a(m) of the Bankruptcy Act and novation, 

shall be governed exclusively by the law applicable to that contract. 

Section 3:253

In derogation from Section 3:240 and without prejudice to Section 3:254, the consequences of a rationalisation 

measure adopted in respect of a credit institution, for a contract whereby one party, i.e. the purchaser, commits 

itself to a subsequent transfer of an equal number of assets of the same type to the seller, shall be governed 

exclusively by the law of the Member State applicable to that contract. 

Section 3:254

In derogation from Section 3:240, the consequences of a rationalisation measure adopted in respect of a credit 

institution, for exercising rights to financial instruments whose existence or transfer presupposes the entry in a 

register, an account or a central securities deposit system kept or situated in a Member State, shall be governed 

exclusively by the law of the Member State in which the register, the account or the central securities deposit 

system in which such rights are entered is kept or situated. 

Section 3:255

1. The administrator from a Member State other than the Netherlands where the credit institution, life insurer or 

non-life insurer has its registered office shall, in the Netherlands, be entitled to exercise all the powers it has in 

the Member State where the credit institution, life insurer or non-life insurer has its registered office, except for 

the power to use a compulsory measure and the power to pass judgement in a legal action or dispute. The 

manner in which these powers are exercised in the Netherlands shall be governed by Dutch law.

2. Where persons have been appointed to represent or otherwise assist the administrator under the law of the 

Member State where the credit institution, life insurer or non-life insurer has its registered office, they may 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

exercise the powers conferred on them under the law of that Member State within the territory of the 

Netherlands.

Section 3:256

1. The appointment of the administrator from another Member State shall be evidenced by a certified copy of the 

decision appointing the administrator or by any other written certificate issued by the administrative or judicial 

authorities competent in respect of rationalisation measures of the Member State.

2. The administrator from another Member State shall, on demand of anyone towards whom it wishes to exercise 

its powers, present a translation of the copy in the Dutch language.

Section 3:257

The registrar of the court of The Hague shall, at the request of an administrator from another Member State, enter 

the data relating to a rationalisation measure adopted in another Member State in the register referred to in Section 

19a(1) of the Bankruptcy Act. 

Part 3.5.6. Investor-compensation scheme and deposit-guarantee scheme

3.5.6.1. Financial enterprises having their registered office in the Netherlands

Section 3:258

1. This section shall apply to: 

a. banks that hold a licence as referred to in Section 211; 

b. investment firms that hold a licence as referred to in Section 2:65(1), opening words and under (a) where it 

concerns portfolio management, or that hold a licence as referred to in Section 2:96 to provide investment 

services; 

c. financial institutions that hold a supervisory status certificate as referred to in Section 3:110(1) and may 

provide investment services. 

2. The withdrawal of a licence as referred to in Subsection (1) shall not affect the applicability of this section to 

claims of investors against the financial enterprise in relation to investment acts that were carried out prior to the 

withdrawal of the licence, and shall not affect the applicability of this section to claims of creditors against the 

financial enterprise existing at the time when the licence is withdrawn. 

3. In this section and in section 3.5.6.1A, investor shall have the following meaning: a person as referred to in 

Section 3:259(1), first sentence.

Section 3:259

1. There is an investor-compensation scheme which seeks to compensate persons that have entrusted money or 

financial instruments to a bank, investment firm or financial institution by virtue of an investment service as 

defined in Section 1.1 or a service as listed in Appendix I, part B, section 1 to the Markets in Financial 

Instruments Directive, in the event that the enterprise concerned is unable to fulfil its obligations ensuing from 

claims relating to that investment service or ancillary service. Banks to which Section 2:13 or Section 3:33 

applies, investment firms and financial institutions shall bear the costs of the investor-compensation scheme.

2. There is a deposit-guarantee scheme which seeks to compensate deposit holders in the event that a bank is 

unable to fulfil its obligations ensuing from deposit-related claims. Banks shall bear the costs of the depositguarantee scheme.

3. Rules shall be laid down by or pursuant to a Decree as regards:

a. categories of financial enterprises and persons that fall within the scope of the guarantee scheme or are 

excluded from this scheme; 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

b. categories of claims that fall within the scope of a guarantee scheme, the manner in which they must be 

presented and determined, the conditions for compensation of such claims, the amount of the 

compensation, the payments to investors or creditors and the manner in which financial enterprises provide 

information in that respect. 

4. Further rules shall be laid down by or pursuant to a Decree as regards: 

a. the publication of a guarantee scheme; and 

b. the financing of, payment for and distribution of the assets of a guarantee scheme. 

Section 3:260

1. The Dutch Central Bank shall decide to apply a guarantee scheme if a financial enterprise as referred to in 

Section 3:258(1) is unable to make payments. This decision shall be rendered: 

a. as soon as possible and no later than 21 days after the Dutch Central Bank established for the first time that 

the financial enterprise failed to repay a deposit that is due and demandable, or to fulfil an obligation that is 

due and demandable ensuing from a claim of an investor in relation to an investment service or a service as 

referred to in Section 3:259(1), or; 

b. as soon as possible after a judicial authority in a Member State, for reasons directly relating to the financial 

position of the financial enterprise, rendered a decision leading to the suspension of the opportunity for 

investors or deposit holders to recover their claim from the financial enterprise concerned. 

2. A financial enterprise shall be unable to pay if the Dutch Bank establishes that this financial enterprise, for 

reasons directly relating to its financial position, seems to be unable to repay deposits of deposit holders or to 

fulfil obligations ensuing from claims of investors in relation to an investment service or a service as referred to 

in Section 3:259(1), and is not expected to be able to do so within the foreseeable future. 

3. The Dutch Central Bank shall publish a notification of the decision in the Government Gazette. 

Section 3:261

1. In applying a guarantee scheme, the Dutch Bank shall, with due observance of the provisions arising from 

Section 3:259(3)(b), determine the size of the claims eligible for compensation, and the amount of the claims of 

investors or deposit holders eligible for compensation, as well as the amount of the compensation of the claims.

2. The Dutch Central Bank shall ensure payment of the compensation of claims that are eligible for compensation 

by virtue of this section to investors or deposit holders. Betaling geschiedt niet later dan drie maanden na het 

tijdstip waarop een belegger of depositohouder zijn vorderingen op de betalingsonmachtige financiële 

onderneming bij de Nederlandsche Bank heeft ingediend. De Nederlandsche Bank kan in bijzondere gevallen 

de termijn verlengen, ten hoogste driemaal en telkens voor ten hoogste drie maanden.

3. The Dutch Central Bank shall assume the rights which an investor or deposit holder has by virtue of a claim 

against the financial enterprise unable to pay, insofar as it has paid a compensation as referred to in 

Subsection (1) to that investor or deposit holder.

Section 3:261a 

1. The consolidation of claims of investors against a bank, investment firm or financial institution in respect of 

which a guarantee scheme has been applied, with entitlements to compensation of the claims that are eligible 

for compensation by virtue of this Part, shall not have the effect that the Dutch Central Bank and the assets, 

investment firm or financial institution are jointly and severally liable.

2. The consolidation of claims of deposit holders against a bank in respect of which a guarantee scheme has been 

 applied, with entitlements to compensation of the claims that are eligible for compensation by virtue of this Part, 

 shall not have the effect that the Dutch Central Bank and the assets or the bank are jointly and severally liable.

Section 3:262
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

The Dutch Central Bank shall, with due observance of the provisions arising from Section 3:259(4)(b), determine 

the contributions of the financial enterprises referred to in Section 3:258(1) to the guarantee scheme. The financial 

enterprises obliged to contribute shall make these contributions within a term specified by the Dutch Central Bank. 

Section 3:263

1. A financial enterprise as referred to in Section 3:258(1) shall, upon request, make information available about 

the applicable guarantee scheme. Where a scheme similar to a guarantee scheme is applicable to a branch 

office situated in another Member State, the financial enterprise shall, upon request, also make information 

available about that scheme.

2. The information must be such as to enable (potential) investors and deposit holders to check whether a claim is 

covered by the guarantee scheme or by a similar foreign scheme.

3. The information on the guarantee scheme shall be made available in the Dutch language or, where it concerns 

a similar scheme applicable to a branch office, in the official language or one of the official languages of the 

Member State in which the branch office concerned is situated.

Section 3:264

1. A financial enterprise may not use information on a guarantee scheme for advertising purposes. 

2. Subsection (1) shall not apply to financial enterprises which state in an advertisement that a guarantee scheme 

applies to them. 

Section 3:265

1. The Dutch Central Bank shall recover the claims against the financial enterprise unable to pay which it assumed 

under Section 3:261(3) from that financial enterprise.

2. Where a credit balance remains after the application of a guarantee scheme, the Dutch Central Bank shall, with 

due observance of the provisions arising from Section 3:259(4)(b), make this balance available to the financial 

enterprises that made a contribution as referred to in Section 3:262.

3.5.6.1A Operation of the guarantee scheme during the emergency regulations 

Section 3:265a 

After the emergency regulations referred to in Part 3.5.5 are declared applicable, the administrators shall inform the 

Dutch Central Bank as soon as possible of all known: 

a. investors;

b. deposit holders; 

c. claims of the persons referred to under (a) and (b) against the financial enterprise; and 

d. claims of the financial enterprise against the persons referred to under (a) and (b). 

Section 3:265b 

1. As soon as the Dutch Central Bank has determined the amount of the compensation of a claim in accordance 

with Section 3:261(1), it shall inform the administrators of this and of the calculation thereof.

2. If the Dutch Central Bank is of the opinion that the claim is not eligible for compensation, it shall inform the 

administrators of this.

3. The administrators shall deduct the amount that was communicated to them pursuant to Subsection (1) from 

the amount of the claim – that remains or will remain after settlement – of the investor or deposit holder against 

the financial enterprise.

Section 3:265c 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. If the Dutch Central Bank has not yet informed the administrators of the amount of the compensation of a claim 

pursuant to Section 3:265b(1) at the time when the administrators proceed to payment of claims, the 

administrators shall pay to the investor or deposit holder concerned the amount that they would have paid in the 

situation in which the Dutch Central Bank would have set the amount of the compensation at the amount the 

investor or deposit holder is claiming.

2. The administrators shall not make a payment for the part of the claim remaining after settlement that remains 

after the payment pursuant to Subsection (1) until the Dutch Central Bank has informed the administrators of 

the amount – determined in accordance with Section 3:261(1) – of the claim eligible for compensation.

3. If the administrators proceed to an interim payment, they shall allocate an amount relating to each claim that 

remains or will remain after settlement for which no payment has yet been made pursuant to Subsection (2).

4. The amount of the sum referred to in Subsection (3) is formed by a percentage of the claim that remains or will 

remain after settlement for which no payment has yet been made pursuant to Subsection (2), the percentage 

which is equal to the percentage paid for the other claims of the same rank which have been paid.

3.5.6.2. Financial enterprises having their registered office in another Member State

Section 3:266

1. Sections 3.5.6.1 and 3.5.6.1A shall apply mutatis mutandis to: 

a. investment firms having their registered office in another Member State which provide investment services 

from a branch office situated in the Netherlands and which have opted for additional membership of the 

investor compensation scheme pursuant to Subsection (2); 

b. banks having their registered office in another Member State which pursue their business from a branch 

office situated in the Netherlands and which have opted for additional membership of the deposit-guarantee 

scheme pursuant to Subsection (3); and 

c. banks and financial institutions having their registered office in another Member State which pursue their 

business from a branch office situated in the Netherlands and which have opted for additional membership 

of the investor-compensation scheme pursuant to Subsection (4). 

2. An investment firm having its registered office in another Member State that provides investment services from 

a branch office situated in the Netherlands may, where the cover of a scheme for compensating investors 

applicable in that Member State is more limited than the cover of the investor-compensation scheme, opt for 

membership of the investor-compensation scheme in order to supplement the cover of the scheme applicable in 

the Member State where it has its registered office.

3. A bank having its registered office in another Member State that pursues its business from a branch office 

situated in the Netherlands may, if the cover of a scheme for guaranteeing deposits applicable in that Member 

State is more limited than the cover of the deposit-guarantee scheme, opt for membership of the depositguarantee scheme in order to supplement the cover of the scheme applicable in the Member State where it has 

its registered office.

4. A bank or a financial institution having its registered office in another Member State that pursues its business 

from a branch office situated in the Netherlands and is permitted to provide investment services pursuant to 

Sections 2:15 and 2:112 respectively may, if the cover of a scheme for compensating investors applicable in 

that Member State is more limited than the cover of the investor-compensation scheme, opt for membership of 

the investor-compensation scheme in order to supplement the cover of the scheme applicable in the Member 

State where it has its registered office.

5. Further rules shall be laid down by or pursuant to a Decree as regards membership of a guarantee scheme on 

the part of a bank or investment firm having its registered office in another Member State that has a branch 

office situated in the Netherlands.

3.5.6.3. Financial enterprises having their registered office in a non-Member State

Section 3:267

1. The Dutch Central Bank may decide, whether or not on application, that the provisions arising from Sections 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

3.5.6.1 and 3.5.6.1A relating to the investor-compensation scheme will apply mutatis mutandis to an investment 

firm having its registered office in a non-Member State that pursues its business from a branch office situated in 

the Netherlands and holds a licence as referred to in Section 2:96, or to a bank having its registered office in a 

non-Member State that pursues its business from a branch office situated in the Netherlands and is permitted to 

provide investment services pursuant to Section 2:22, where no scheme for compensating investors is 

applicable to the claims of investors against those investment firms in relation to investment acts whose cover is 

equivalent to the cover referred to in Article 11(1) of Directive 97/9/EC of the European Parliament and of the 

Council of 3 March 1997 on investor-compensation schemes (OJEC L 84). 

2. The Dutch Central Bank may decide, whether or not on application, that the provisions arising from Sections 

3.5.6.1 and 3.5.6.1A relating to the deposit-guarantee scheme will apply mutatis mutandis to banks having their 

registered office in a non-Member State that pursue their business from a branch office situated in the 

Netherlands, where no scheme for guaranteeing deposits is applicable to the claims of creditors against those 

banks whose cover is equivalent to the cover referred to in Article 6(1) of Directive 94/19/EC of the European 

Parliament and of the Council of 30 May 1994 on deposit-guarantee schemes (OJEC L 135).

3. A bank or investment firm having its registered office in a non-Member State that pursues its business or 

provides investment services from a branch office situated in the Netherlands shall, upon request, make 

information available about the applicable guarantee scheme.

4. The information referred to in Subsection (3) shall be made available in the Dutch language and must be such 

as to enable (potential) investors and creditors to check whether a claim is covered by the guarantee scheme or 

by a similar foreign scheme.

Chapter 3.6. Additional provisions regarding financial groups

Part 3.6.1. Definitions and general provisions

Section 3:268

1. For the purposes of this chapter and the provisions based upon it, the following terms shall have the following 

meaning: 

a. participating enterprise: a parent enterprise, an enterprise that owns a holding or an enterprise that is 

affiliated to another enterprise because it pursues the central management of the latter pursuant to a 

contract concluded by these enterprise or a provision in the articles of association of one or more of these 

enterprises, or because the administrative, managing or supervisory bodies of these enterprises are 

composed for the majority of the same persons during the financial year and until the compilation of the 

consolidated accounts; 

b. holding: 

 1°. a holding as referred to in Section 24c(1), first sentence, or (2) of Book 2 of the Dutch Civil Code; or 

 2°. a direct or indirect holding of 20 percent or more in the issued share capital of an enterprise, or the ability 

to exercise directly or indirectly 20 percent or more of the voting rights in an enterprise; 

c. subsidiary: a subsidiary as referred to in Articles 1 and 2 of the Consolidated Accounts Directive, or an 

enterprise over which, in the opinion of the Dutch Central Bank, a parent enterprise exercises a 

predominant influence; 

d. financial holding company: a financial holding company all or most of whose subsidiaries are investment 

firms, credit institutions or financial institutions, which has at least one investment firm or credit institution 

among its subsidiaries, and which is not a mixed financial holding company; 

e. mixed-activity holding company: a parent enterprise other than a financial holding company, credit institution 

or mixed financial holding company which has at least one credit institution among its subsidiaries; 

f. mixed financial holding company: a parent enterprise which is not a regulated entity as referred to in Section 

3:289(d) and which, together with its subsidiaries of which at least one is a regulated entity established in a 

Member State, and with other enterprises, forms a financial conglomerate as referred to in Section 3:290; 

g. mixed-activity insurance holding company: a parent enterprise other than a mixed financial holding 

company, reinsurer, life insurer, non-life insurer or insurance holding company, and which has a subsidiary 

that is a reinsurer, life insurer or non-life insurer having its registered office in a Member State;

h. enterprise providing ancillary services: an enterprise which performs activities that have the character of 

supporting activities in relation to the main activities of an investment firm or credit institution; 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

i. affiliated enterprise: a subsidiary, another enterprise in which a holding is owned or an enterprise affiliated to 

another enterprise because of the central management conducted by that other enterprise pursuant to a 

contract concluded by these enterprises or a provision in the articles of association of one or more of these 

enterprises, or because the administrative, managing or supervisory bodies of these enterprises are 

composed for the majority of the same persons during the financial year and until the compilation of the 

consolidated accounts; 

j. insurance holding company: a parent enterprise other than a mixed financial holding company, which has a 

subsidiary that is a reinsurer, life insurer or non-life insurer having its registered office in a Member State 

and whose main activity is to acquire and own holdings in subsidiaries all or most of which are reinsurers, 

life insurers or non-life insurers.

2. For the purposes of this chapter, a subsidiary of a subsidiary shall be regarded as a subsidiary of the parent 

enterprise. 

Section 3:269

1. A Dutch investment firm or Dutch credit institution that is a parent enterprise or subsidiary of another investment 

firm or credit institution shall satisfy, on a consolidated or sub consolidated basis, the provisions arising from 

Section 3:17 in such a way, that the procedures and measures for the management of business processes and 

risks are coherent and well integrated and that it can supply the information referred to in Section 1:52.

2. A reinsurer, life insurer or non-life insurer having its registered office in the Netherlands that is involved in the 

supplementary supervision of reinsurers, life insurers and non-life insurers in an insurance group shall organise 

its business operations referred to in Section 3:17 in such a way, that the procedures and measures for the 

management of business processes and risks are coherent and well integrated and that it can supply the 

information referred to in Section 1:52.

Section 3:270

1. The Dutch Central Bank may decide not to involve an enterprise in the supervision referred to in Parts 3.6.2 and 

3.6.3, if: 

a. the enterprise has its registered office in a non-Member State in which there are statutory impediments to 

providing the information required for the supervision; 

b. the enterprise to be involved in the supervision is only of negligible importance in light of the objectives of 

that supervision; or 

c. considering the financial position of that enterprise would be misplaced or misleading in light of the 

objectives of that supervision. 

2. Rules shall be laid down by or pursuant to a Decree in respect of Subsection (1)(b). 

Section 3:271

The day-to-day policy of a mixed financial holding company, financial holding company or insurance holding 

company having its registered office in the Netherlands shall be determined by persons expert in conducting the 

business operations of the regulated entities as referred to in Section 3:289(d) pertaining to the group concerned as 

referred to in Section 3:289(e), and of the mixed financial holding company, financial holding company or insurance 

holding company respectively. 

Section 3:272

1. The policy of a mixed financial holding company, financial holding company or insurance holding company 

having its registered office in the Netherlands shall be determined or co-determined by persons whose 

properness is beyond doubt.

2. A person’s properness shall be beyond doubt once this has been established for the purposes of this Act by a 

supervisor, as long as a change in the relevant facts or circumstances has not given reasonable cause for a 

reassessment.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

3. The provisions arising from Section 3:9(3) shall apply mutatis mutandis to persons determining or codetermining the policy of a mixed financial holding company, financial holding company or insurance holding 

company having its registered office in the Netherlands. 

Section 3:273

1. A mixed financial holding company, financial holding company or insurance holding company having its 

registered office in the Netherlands shall notify the Dutch Central Bank of changes with regard to subjects on 

which data must be provided pursuant to Sections 3:271 or 3:272.

2. The provisions arising from Section 3:29(3) shall apply mutatis mutandis to mixed financial holding companies, 

financial holding companies and insurance holding companies having their registered office in the Netherlands 

where they concern reporting the changes referred to in Subsection (1).

Part 3.6.2. Consolidated supervision of investment firms and credit institutions

Section 3:274 [Cancelled from 1 January 2007] 

Section 3:275 

1. The Dutch Central Bank shall exercise the supervision of Dutch parent investment firms, Dutch parent credit 

institutions, Dutch EU parent investment firms and Dutch EU parent credit institutions on a consolidated basis 

as referred to in Section 3:279.

2. If a Dutch investment firm or Dutch credit institution has as its parent enterprise a financial parent holding 

company or a financial EU parent holding company, the Dutch Central Bank shall exercise the supervision of 

that investment firm or credit institution on a consolidated basis, without prejudice to Subsections (3), (4) and 

(5).

3. If a Dutch investment firm or Dutch credit institution has as its parent enterprise a financial Dutch parent holding 

company or a Dutch financial EU parent holding company, and that holding company has as its subsidiary a 

European investment firm or European credit institution, the Dutch Central Bank shall exercise the supervision 

of that Dutch investment firm or Dutch credit institution on a consolidated basis.

4. If a Dutch investment firm or Dutch credit institution has as its parent enterprises both a financial Dutch parent 

holding company and a financial holding company in another Member State, and a subsidiary is situated in that 

other Member State that is a European investment firm or European credit institution, the Dutch Central Bank 

shall exercise the supervision on a consolidated basis if the Dutch investment firm or Dutch credit institution has 

the highest balance sheet total in comparison with that European investment firm or European credit institution.

5. If a Dutch investment firm or Dutch credit institution has as its parent enterprise a financial holding company 

having its registered office in another Member State, and that financial holding company has as its subsidiary a 

European investment firm or European credit institution in a Member State other than the Member State where 

it has its registered office, the Dutch Central Bank shall exercise the supervision on a consolidated basis if the 

Dutch investment firm or Dutch credit institution has the highest balance sheet total in comparison with that 

European investment firm or European credit institution.

6. In derogation from Subsections (3) to (5), the Dutch Central Bank, having consulted the supervisory authorities 

involved of other Member States, may decide to permit one of those other supervisory authorities to exercise 

the supervision on a consolidated basis, if the nature and size of the investment firm or credit institution involved 

or the relative importance of its activities in various Member States so necessitate.

7. Before taking a decision as referred to in Subsection (6), the Dutch Central Bank shall provide the Dutch EU 

parent investment firm, the Dutch EU parent credit institution, the financial EU parent holding company, the 

Dutch investment firm or the Dutch credit institution with the highest balance sheet total in comparison with the 

other subsidiaries, with an opportunity to submit its view.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

8. If the Recast Banking Directive provides that the supervision of a Dutch investment firm or Dutch credit 

institution must be exercised on a consolidated basis by a supervisory authority of another Member State, the 

Dutch Central Bank, having consulted the supervisory authorities involved of other Member States and having 

heard the view of the financial enterprise concerned, may permit that supervisory authority to exercise the 

supervision on a consolidated basis if the nature and size of the investment firm or credit institution involved or 

the relative importance of its activities in various Member States so necessitate.

9. If a Dutch financial EU parent holding company has an investment firm and a credit institution as its 

subsidiaries, and that credit institution has its registered office in the Netherlands, the Dutch Central Bank shall 

exercise the supervision of all the subsidiaries on a consolidated basis.

Section 3:276

1. The Dutch Central Bank shall exercise the supervision of Dutch parent investment firms and Dutch parent credit 

institutions, to the extent and in the manner provided in this part, on the basis of the consolidated financial 

position. This supervision shall include the supervision of compliance with the provisions arising from Sections 

3:17(1) and (2)(c), 3:57 and 3:96(1)(c).

2. The Dutch Central Bank shall exercise the supervision of Dutch investment firms or Dutch credit institutions that 

are subsidiaries of a financial parent holding company, to the extent and in the manner provided in this part, on 

the basis of the consolidated financial position of the financial Dutch parent holding company. This supervision 

shall include the supervision of compliance with the provisions arising from Sections 3:17(1) and (2)(c), 3:57 

and 3:96(1)(c).

3. Subsection (2) shall apply mutatis mutandis to Dutch investment firms or Dutch credit institutions that are 

subsidiaries of a financial parent holding company if the Dutch Central Bank exercises the supervision of these 

investment firms or credit institutions on a consolidated basis pursuant to Section 3:275. If a financial Dutch 

parent holding company has both an investment firm and a credit institution as its subsidiaries, the first sentence 

shall apply only to the credit institution.

4. Rules shall be laid down by or pursuant to a Decree as regards the calculation of the solvency on a 

consolidated basis of the investment firms or credit institutions referred to in Subsections (1) and (2).

Section 3:277

1. This part shall apply mutatis mutandis to Dutch investment firms or Dutch credit institutions which have a parent 

enterprise that is a non-European investment firm or non-European credit institution, or a financial holding 

company having its registered office in a non-Member State, if: 

a. those investment firms or credit institutions are not already subject to supervision that is equivalent to the 

supervision on a consolidated basis referred to in Articles 125 and 126 of the Recast Banking Directive; and 

b. the Dutch Central Bank, based on an analogous application of Section 3:275, would be responsible for the 

supervision of those investment firms or credit institutions on a consolidated basis. 

2. In order to determine whether Subsection (1)(b) applies, the Dutch Central Bank shall consult the supervisory 

authorities of other Member States that are responsible for supervising regulated entities as referred to in 

Section 3:289(d) which have the same parent enterprise as referred to in Subsection (1), opening words. It shall 

consider the general guidelines drawn up under Article 143 of the Recast Banking Directive by the Banking 

Advisory Committee referred to in Article 151 of that Directive. The Dutch Central Bank shall consult the 

Committee before determining the result of its investigation.

3. The Dutch Central Bank may, in agreement with the supervisory authorities involved of other Member States, 

apply different supervisory methods to the Dutch investment firms or Dutch credit institutions referred to in 

Subsection (1) in order to achieve the objectives of the supervision on a consolidated basis. The Dutch Central 

Bank shall communicate those methods to the supervisory authorities involved and to the Commission of the 

European Communities. 

Section 3:277a 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. A Dutch investment firm or Dutch credit institution that is a subsidiary of an investment firm or credit institution, 

or has a financial holding company as its parent enterprise, shall comply with the provisions arising from 

Sections 3:17(1) and (2)(c), 3:57 and 3:96(1)(c) on a sub consolidated basis if the Dutch investment firm, Dutch 

credit institution or the financial holding company: 

a. has as a subsidiary a management company of an enterprise for collective investment in transferable 

securities, investment firm, financial institution or credit institution having its registered office in a nonMember State; or 

b. owns a holding in a management company of an enterprise for collective investment in transferable 

securities, investment firm, financial institution or credit institution having its registered office in a nonMember State. 

2. If the financial holding company has both an investment firm and a credit institution as its subsidiaries, 

Subsection (1) shall apply only to the credit institution. 

Section 3:278

1. The supervision on an individual basis of compliance with the provisions arising from Sections 3:17(1) and (2)(c) 

and 3:57 shall not apply to Dutch investment firms or Dutch credit institutions that are subsidiaries of a Dutch 

parent investment firm or Dutch parent credit institution, if: 

a. the supervision of that Dutch parent investment firm or Dutch parent credit institution is exercised on a 

consolidated basis and that supervision includes the subsidiary; and 

b. the qualifying capital is adequately distributed between the Dutch parent investment firm or Dutch parent 

credit institution and the subsidiaries in that: 

1°. no factual or legal obstacle exists or is to be expected that could prevent an immediate transfer of 

qualifying capital or repayment of debts by the Dutch parent investment firm or Dutch parent credit 

institution; 

 2°. the Dutch parent investment firm or Dutch parent credit institution provides for controlled business 

operations on the part of the subsidiary and guarantees the subsidiary’s obligations with the Dutch Central 

Bank’s consent, or the risks with regard to the subsidiary are negligible; 

 3°. the risk assessment, measurement and monitoring procedures of the Dutch parent investment firm or 

Dutch parent credit institution also include the subsidiary; and 

 4°. the Dutch parent investment firm or Dutch parent credit institution holds more than 50 percent of the 

voting rights attached to the holdings in the subsidiary’s capital, or has the right to appoint or dismiss the 

majority of the persons determining the subsidiary’s day-to-day policy. 

2. Subsection (1) shall apply mutatis mutandis to Dutch investment firms and Dutch credit institutions that are 

subsidiaries of a financial holding company having its registered office in the Netherlands which is subject to 

supervision of compliance with the provisions arising from Sections 3:17(1) and (2)(c), 3:57 and 3:96(1)(c) 

similar to the supervision applicable to investment firms or credit institutions.

3. The supervision on an individual basis with regard to Sections 17(1) and (2)(c) and 3:57 shall not apply to Dutch 

parent investment firms and Dutch parent credit institutions, if: 

a. the supervision of those Dutch parent investment firms and Dutch parent credit institutions is exercised on a 

consolidated basis; and 

b. the qualifying capital is adequately distributed between the Dutch parent investment firms or Dutch parent 

credit institutions and the subsidiaries in that: 

1°. no factual or legal obstacle exists or is to be expected that could prevent an immediate transfer of 

qualifying capital or repayment of debts by the subsidiary; and 

2°. the risk assessment, measurement and monitoring procedures that are relevant to the consolidated 

supervision also include the Dutch parent investment firms and Dutch parent credit institutions. 

4. The Dutch Central Bank shall disclose the following information: 

a. the criteria it applies in order to determine that no factual or legal obstacle exists or is to be expected that 

could prevent an immediate transfer of qualifying capital or repayment of debts; 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

b. the number of Dutch parent investment firms and Dutch parent credit institutions subject to the application of 

Subsection (3), and how many of these parent enterprises involve in this subsidiaries in a non-Member 

State; and 

c. if Subsection (3) applies, the aggregated information for the Netherlands with regard to: 

1°. the total amount of qualifying capital on a consolidated basis of the Dutch parent investment firms and 

Dutch parent credit institutions that is maintained in subsidiaries having their registered office in a nonMember State; 

 2°. the qualifying capital that is maintained by Dutch parent investment firms and Dutch parent credit 

institutions in subsidiaries having their registered office in a non-Member State as a percentage of the total 

qualifying capital on a consolidated basis of those parent enterprises; 

 3°. the qualifying capital that is maintained by Dutch parent investment firms and Dutch parent credit 

institutions in subsidiaries having their registered office in a non-Member State as a percentage of the total 

minimum amount of qualifying capital on a consolidated basis of the parent enterprises required pursuant to 

Section 3:57. 

Section 3:278a 

1. On application, the Dutch Central Bank may decide, whether or not for a fixed period, that a Dutch parent 

investment firm or Dutch parent credit institution is permitted, in the context of its supervision on an individual 

basis, to involve its subsidiaries on a consolidated basis in the business operations as referred to in Section 

3:17(1) and (2)(c), in the calculation of its qualifying capital and in maintaining balance sheet items and offbalance sheet items as referred to in Section 3:57, if: 

1°. the risk assessment, measurement and monitoring procedures of the Dutch parent investment firm or Dutch 

parent credit institution also include the subsidiary; 

2°. the Dutch parent investment firm or Dutch parent credit institution holds more than 50 percent of the voting 

rights attached to the holdings in the subsidiary’s capital, or has the right to appoint or dismiss the majority of 

the persons determining the subsidiary’s day-to-day policy; 

3°. the subsidiary has substantial claims against or obligations to the Dutch parent investment firm or Dutch 

parent credit institution; and 

4°. the Dutch parent investment firm or Dutch parent credit institution demonstrates that, based on the 

circumstances and contracts, including legal agreements, no factual or legal obstacles exist or are to be 

expected that could prevent the subsidiary from making an immediate transfer of qualifying capital or repayment 

of debts to the parent enterprise. 

2. At least once a year, the Dutch Central Bank shall notify the supervisory authorities involved of other States of 

the cases in which Subsection (1) was applied, and of the circumstances and contracts referred to in 

Subsection (1)(4°).

3. The Dutch Central Bank shall disclose the following information:

a. the criteria it applies in order to determine that no factual or legal obstacle exists or is to be expected that 

could prevent an immediate transfer of qualifying capital or repayment of debts; 

b. the number of Dutch parent investment firms and Dutch parent credit institutions that involve subsidiaries on 

a consolidated basis pursuant to Subsection (1), and how many of these parent enterprises involve in this 

subsidiaries having their registered office in a non-Member State; 

c. if Subsection (1) applies, the aggregated information for the Netherlands with regard to: 

1°. the total amount of qualifying capital of Dutch parent investment firms and Dutch parent credit institutions 

that is maintained in subsidiaries having their registered office in a non-Member State; 

 2°. the qualifying capital that is maintained by Dutch parent investment firms and Dutch parent credit 

institutions in subsidiaries having their registered office in a non-Member State as a percentage of the total 

qualifying capital of those parent enterprises; 

 3°. the qualifying capital that is maintained by Dutch parent investment firms and Dutch parent credit 

institutions in subsidiaries having their registered office in a non-Member State as a percentage of the total 

minimum amount of qualifying capital of the parent enterprises required pursuant to Section 3:57. 

Section 3:278b
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. If the Dutch Central Bank exercises the supervision on a consolidated basis of a Dutch EU parent investment 

firm, Dutch EU parent credit institution, Dutch investment firm or Dutch credit institution that is a subsidiary of a 

Dutch financial EU parent holding company: 

a. it shall coordinate the collection and dissemination of information to the supervisory authorities involved of 

other Member States that is relevant or essential in normal circumstances and in emergency situations; 

b. it shall plan and coordinate that supervisory activities in normal circumstances and in emergency situations, 

and the cooperation with the supervisory authorities involved of other Member States in the context of 

Section 3:18a. 

2. If the Dutch Central Bank exercises the supervision on a consolidated basis of a Dutch EU parent investment 

firm, Dutch EU parent credit institution, Dutch investment firm or Dutch credit institution that is a subsidiary of a 

Dutch financial EU parent holding company, an application shall be submitted to the Dutch Central Bank for 

consent in respect of the use of the internal models and approaches.

3. The application referred to in Subsection (2) shall be submitted by the Dutch EU parent investment firm, Dutch 

EU parent credit institution and its combined subsidiaries, or by the combined subsidiaries of a Dutch financial 

EU parent holding company. The Dutch Central Bank shall, without delay, supply the supervisory authorities 

involved of other Member States with all the relevant documents with regard to the application for consent.

4. The Dutch Central Bank shall decide on the application and any conditions to be attached to its consent after 

consultation with the other supervisory authorities involved.

5. Without prejudice to Section 3:47 of the General Administrative Law Act, the decision referred to in Subsection 

(4) shall contain the standpoints of the supervisory authorities involved.

6. If the consultation has not led to agreement within six months after the receipt of the complete application, the 

Dutch Central Bank shall take a decision without delay in which it shall give consideration to the standpoints and 

reservations of the supervisory authorities involved. The Dutch Central Bank shall, without delay, communicate 

this decision to the supervisory authorities involved.

7. If a Dutch financial EU parent holding company has an investment firm and a credit institution as its 

subsidiaries, and that credit institution has its registered office in the Netherlands, the Dutch Central Bank shall 

exercise the supervision of all the subsidiaries on a consolidated basis.

Section 3:279 

1. A Dutch investment firm, Dutch credit institution or financial holding company having its registered office in the 

Netherlands that is supervised on a consolidated basis pursuant to this part shall ensure the full consolidation of 

investment firms, credit institutions and financial institutions that are its subsidiaries.

2. The Dutch Central Bank may permit a proportional consolidation if the parent enterprise holding part of the 

capital demonstrates, where necessary by means of contracts expressly concluded with the other shareholders 

and partners, that its liability is limited to that part of the capital, based on the liability of those other 

shareholders or partners and on the latter’s adequate solvency.

3. If a Dutch investment firm, Dutch credit institution or financial holding company having its registered office in the 

Netherlands is affiliated to another enterprise because of a relationship as referred to in Article 12(1) of the 

Consolidated Accounts Directive, the Dutch Central Bank shall determine for every investment firm, credit 

institution or financial holding company how the consolidation will be implemented.

4. Holdings in investment firms, credit institutions or financial institutions that are jointly managed by an enterprise 

involved in the consolidation and an enterprise not included therein, shall be consolidated proportionally if a 

limitation of the liability of those enterprises ensues from those holdings which depends on the share in the 

capital they own.

5. In the event of types of capital ties other than those referred to in Subsections (2) and (4), the Dutch Central 

Bank shall determine whether and in what form consolidation will take place.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

6. Where the Dutch Central Bank exercises supervision on a consolidated basis, it shall, without prejudice to 

Subsections (1) to (5), determine whether in what form consolidation will take place in the following cases:

a. an investment firm or credit institution exercises significant influence on one or more credit institutions or 

financial institutions, without owning a holding in such institutions or having any other types of capital ties 

with such institutions; and 

b. two or more investment firms, credit institutions or financial institutions are managed centrally without such 

having been provided for in a contract or in the articles of association. 

7. Where consolidation takes place in a case as referred to in Subsection (6), the Dutch Central Bank shall also 

determine whether the use of the method referred to in Article 12 of the Consolidated Accounts Directive is 

permitted or prescribed.

8. Where supervision on a consolidated basis is prescribed under Section 3:276(1) or (2), enterprises providing 

ancillary services and management companies of enterprises for collective investment in transferable securities 

shall be involved in the consolidation in the cases and in the ways referred to in Subsections (2) to (5).

Section 3:280

1. If a Dutch investment firm or Dutch credit institution has as its parent enterprise a mixed-activity holding 

company, the Dutch Central Bank shall supervise the intra-group contracts and positions with the mixed-activity 

holding company and its subsidiaries.

2. The investment firm or credit institution shall see to the calculation and monitoring of its intra-group contracts 

and positions with the mixed-activity holding company and its subsidiaries.

3. The investment firm or credit institution shall supply the Dutch Central Bank periodically, within the terms 

specified for that purpose, with a report documenting significant intra-group contracts and positions with the 

mixed-activity holding company and its subsidiaries.

4. Rules shall be laid down by or pursuant to a Decree as regards the content, the supply, the models and the 

periodicity of the reports.

5. Where the intra-group contracts and positions show that the financial position of the investment firm or credit 

institution is or might be jeopardised, the Dutch Central Bank shall take measures in respect of that credit 

institution.

Section 3:280a 

1. A Dutch EU parent investment firm, Dutch EU parent credit institution, Dutch investment firm or Dutch credit 

institution that is a subsidiary of a financial EU parent holding company shall comply with Section 3:74a on the 

basis of its consolidated financial position.

2. An important Dutch investment firm or Dutch credit institution that is a subsidiary of a parent investment firm, 

parent credit institution or financial parent holding company having its registered office in another Member State 

shall disclose the information referred to in Section 3:74a(1), insofar as it concerns the data referred to in Annex 

XII, part 2, under 3 and 4, to the Recast Banking Directive, on an individual or sub consolidated basis.

3. If the Dutch Central Bank exercises the supervision on a consolidated basis of a Dutch investment firm or Dutch 

credit institution that is a subsidiary of an enterprise having its registered office in a non-Member State, it may, 

on application, grant that financial enterprise, whether or not for a fixed period, a full or partial dispensation from 

the obligation to disclose information on a consolidated basis, if the enterprise of which it is a subsidiary 

discloses information about it that corresponds to the information referred to in Subsection (1).

4. If a Dutch financial EU parent holding company has both an investment firm and a credit institution as its 

subsidiaries, this section shall apply only to the credit institution.

Section 3:280b
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

On application, the Dutch Central Bank may, whether or not for a fixed period, grant investment firms a 

dispensation from the provisions arising from this part with regard to consolidated supervision, as well as from 

Section 3:269(1). Rules to be observed by the holder of a dispensation, as well as rules with regard to the granting 

of a dispensation, shall be laid down by or pursuant to a Decree. 

Part 3.6.3. Supplementary supervision of reinsurers, life insurers and non-life insurers in an insurance 

group 

Section 3:281 [Cancelled from 1 January 2007] 

Section 3:282

1. Supplementary supervision as referred to in Sections 3:284, 3:285 and 3:287 shall be exercised in respect of a 

Dutch reinsurer, life insurer or non-life insurer that is a participating enterprise in a Dutch reinsurer, life insurer 

or non-life insurer, in a European reinsurer, life insurer or non-life insurer, or in a non-European reinsurer, life 

insurer or non-life insurer. Section 3:269 shall apply mutatis mutandis.

2. Supplementary supervision as referred to in Sections 3:284, 3:286 and 3:287 shall be exercised in respect of a 

Dutch reinsurer, life insurer or non-life insurer that is a subsidiary of an insurance holding company or of a nonEuropean reinsurer, life insurer or non-life insurer.

3. Supplementary supervision as referred to in Sections 3:284 and 3:287 shall be exercised in respect of a Dutch 

reinsurer, life insurer or non-life insurer whose parent enterprise is a mixed-activity insurance holding company.

Section 3:283

The supplementary supervision referred to in Section 3:282 shall include: 

a. enterprises affiliated to the Dutch insurer; 

b. enterprises participating in the Dutch insurer; 

c. enterprises affiliated to the enterprises referred to under (b). 

Section 3:284

1. The Dutch Central Bank shall include in the supplementary supervision referred to in Section 3:282, among 

other things, intra-group contracts and positions between the Dutch reinsurer, life insurer or non-life insurer 

subject to that supervision and:

a. enterprises affiliated to that insurer; 

b. enterprises participating in that insurer; 

c. enterprises affiliated to the enterprises referred to under (b); and 

d. natural persons that own a holding in: 

1°. that insurer or an affiliated enterprise; 

2°. an enterprise participating in that insurer; 

3°. an enterprise affiliated to an enterprise as referred to under 2°. 

2. The insurer as referred to in Subsection (1), opening words, shall supply the Dutch Central Bank periodically, 

within the terms specified for that purpose, with a report documenting contracts and positions where these are 

of significant importance.

3. Rules shall be laid down by or pursuant to a Decree as regards the content, the supply, the models and the 

periodicity of the reports.

4. Where the intra-group contracts and positions show that the solvency of the insurer referred to in Subsection 

(1), opening words, is or might be jeopardised, the Dutch Central Bank shall take measures in respect of that 

insurer.

Section 3:285
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. A reinsurer, life insurer or non-life insurer subject to the supplementary supervision referred to in Section 

3:282(1) shall calculate the adjusted solvency. Rules shall be laid down by or pursuant to a Decree as regards 

the calculation of the adjusted solvency and the manner, periodicity and terms of the submission of the reports.

2. The calculation shall be based on all the affiliated enterprises, participating enterprises and enterprises affiliated 

with a participating enterprise.

3. Where the calculation shows that the adjusted solvency is negative, the Dutch Central Bank shall take 

measures in respect of the insurer.

Section 3:286

1. A reinsurer, life insurer or non-life insurer subject to the supplementary supervision referred to in Section 

3:282(2) shall calculate the adjusted solvency. Rules shall be laid down by or pursuant to a Decree as regards 

the content of the adjusted solvency and the manner, periodicity and terms of the submission of the reports.

2. The calculation shall be based on all the enterprises affiliated to the Non-European reinsurer, non-European life 

insurer, non-European non-life insurer or insurance holding company.

3. Where the calculation referred to in Subsection (2) shows that the solvency of a reinsurer, life insurer or non-life 

insurer that is a subsidiary of the non-European reinsurer, non-European life insurer, non-European non-life 

insurer or insurance holding company is or might be jeopardised, the Dutch Central Bank shall take measures in 

respect of that reinsurer, life insurer or non-life insurer.

Section 3:287

1. The Dutch Central Bank shall only demand the information required for the supervision regulated in this part 

directly from the enterprises involved, as referred to in Section 3:283, if such information was first demanded 

from the Dutch reinsurer, life insurer or non-life insurer but was not obtained.

2. The Dutch Central Bank may carry out, either itself or through the broker of the persons referred to in Section 

1:72(1), on-the-spot verification of the information at:

a. the insurer subject to the supervision referred to in Section 3:282; 

b. the subsidiaries of that insurer; 

c. the parent enterprises of that insurer; or 

d. the subsidiaries of a parent enterprise of that insurer. 

3. If the supervisory authority of another Member State wishes to carry out a verification of important information 

regarding a Netherlands-based enterprise that is an affiliated reinsurer, life insurer or non-life insurer, a 

subsidiary, a parent enterprise or a subsidiary of a parent enterprise of the Dutch insurer subject to the 

supervision referred to in Section 3:282, the Dutch Central Bank shall carry out a verification requested by that 

supervisory authority within the framework of its powers, grant permission to that supervisory authority to carry 

out the verification itself or permit an expert to carry out the verification. The supervisory authority of the other 

Member State may participate in the verification if it does not carry out the verification itself. 

Section 3:288

1. If a Dutch life reinsurer, insurer or non-life insurer and one or more European reinsurers, European life 

insurers or European non-life insurers have as their parent enterprise the same mixed-activity insurance 

holding company, non-European reinsurer, non-European life insurer, non-European non-life insurer or 

insurance holding company, the Dutch Central Bank may, after consultation with the supervisory authorities 

concerned of other Member States, permit one of those other supervisory authorities to exercise the 

supplementary supervision referred to in Section 3:282(1).

2. If a European reinsurer, life insurer or non-life insurer and a Dutch reinsurer, life insurer or non-life insurer 

have as their parent enterprise the same mixed-activity insurance holding company, non-European reinsurer, 

non-European life insurer, non-European non-life insurer or insurance holding company, the Dutch Central 

Bank may, after consultation with the supervisory authorities concerned of other Member States, exercise the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

supplementary supervision referred to in this part of that European reinsurer, life insurer or non-life insurer. In 

such a case, the provisions of this part shall apply mutatis mutandis with regard to that insurer.

Part 3.6.4. Prudential supervision of financial conglomerates

3.6.4.1. Introductory provisions

Section 3:289

For the purposes of this part and the provisions based upon it, the following terms shall have the following meaning: 

a. investment firm: Dutch investment firm, European investment firm or non-European investment firm; 

b. subsector: the collection of enterprises within a group that is formed by all of the following group members: 

1°. credit institutions, enterprises providing ancillary services, investment firms and financial institutions, 

which subsector shall be referred to as the credit institution and investment firm sector; or 

2°. life insurers, non-life insurers, reinsurers and insurance holding companies, which subsector shall be 

referred to as the insurer sector; 

c. financial market sector: the collection of enterprises within a group that is formed by the combined 

subsectors; 

d. regulated entity: a credit institution, life insurer, non-life insurer or investment firm; 

e. group: the combination of a parent enterprise, its subsidiaries, other enterprises in which the parent 

enterprise or one or more of its subsidiaries owns a holding, as well as enterprises that are affiliated to one 

of the aforementioned enterprises because of a central management that exists pursuant to a contract 

concluded with these enterprises or a provision in the articles of association of one or more of these 

enterprises, or because the administrative, managing or supervisory bodies of these enterprises are 

composed for the majority of the same persons during the financial year and until the compilation of the 

consolidated accounts; 

f. group member: an enterprise pertaining to a group as referred to under (e); 

g. intra-group contracts and positions: any contract and the resulting financial relationships between a 

regulated entity in a financial conglomerate and either another group member or a person affiliated to a 

group member in a formal or actual control structure; 

h. credit institution: Dutch credit institution, European credit institution or non-European credit institution; 

i. life insurer or non-life insurer: Dutch life insurer or non-life insurer, European life insurer or non-life insurer or 

non-European life insurer or non-life insurer; 

j. relevant supervisory authority: 

1°. the supervisory authority of another Member State that is responsible under the Financial Conglomerates 

Directive for supervising the regulated entities as part of a subsector pertaining to the relevant financial 

conglomerate as referred to in Section 3:290; 

2°. the coordinator referred to in Section 3:293(1) if this is not the supervisory authority referred to under 1°; 

3°. other supervisory authorities of other Member States if these are relevant in the opinion of the supervisory 

authorities referred to under 1° and 2°; 

k. Financial Conglomerates Directive: Directive 2002/87/EC of the European Parliament and the Council of 16 

December 2002 on the supplementary supervision of credit institutions, insurance enterprises and 

investment firms in a financial conglomerate and amending Council Directives 73/239/EEC, 79/267/EEC, 

92/49/EEC, 92/96/EEC, 93/6/EEC and 93/22/EEC and Directives 98/78/EC and 2000/12/EC of the 

European Parliament and the Council (OJEC L 35); 

l. risk concentration: all exposures with a loss potential borne by the group members in a financial 

conglomerate, which are large enough to threaten the solvency or the financial position in general of the 

regulated entities in the conglomerate; 

m. sectoral rules: the legislation laid down by the Member States under Directives as referred to in Article 249 

of the Treaty establishing the European Community relating to the supervision of regulated entities 

pertaining to one of the subsectors listed under (b). 

Section 3:290

1. In this part and the provisions based upon it, a financial conglomerate shall be understood to mean a group 

which satisfies the following conditions: 

a. the group is headed by: 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1°. a regulated entity having its registered office in a Member State which is: 

– a parent enterprise of an enterprise in the financial market sector; 

– an owner of a holding in an enterprise in the financial market sector; or 

– affiliated to an enterprise in the financial market sector because of a central management or because 

the administrative, managing or supervisory bodies are composed for the majority of the same 

persons during the financial year; or 

2°. an enterprise which is not a regulated entity, in which case the balance sheet total of the enterprises in 

the financial market sector exceeds 40 percent of the balance sheet total of the group as a whole; 

b. at least one of the regulated entities in the group pertains to the credit institution and investment firm sector, 

and at least one of the regulated entities in the group pertains to the insurer sector; 

c. as regards any subsector in the group, the average of the ratio between the balance sheet total of that 

subsector and the balance sheet total of the financial market sector on the one hand, and the ratio between 

the required capital under the solvency requirements of that subsector and the total required capital under 

the solvency requirements of the financial market sector on the other, exceeds ten percent. 

2. A group which satisfies the conditions referred to in Subsection (1)(a) and (b) and which does not satisfy the 

conditions referred to in Subsection (1)(c) shall also be a financial conglomerate if the balance sheet total of the 

smallest subsector exceeds € 6,000,000,000. In derogation from the foregoing, the Dutch Central Bank, having 

consulted the relevant supervisory authorities, may decide that a group will not be classified as a financial 

conglomerate, or may decide not to apply Sections 3:297 to 3:299, if it considers the inclusion of the group in 

the supervision or the application of the said sections to be unnecessary, inappropriate or misleading in light of 

the objectives of that supervision.

3. In derogation from Subsection (1), the Dutch Central Bank, having consulted the relevant supervisory 

authorities, may decide:

a. not to include a regulated entity in the calculation of the ratios referred to in Subsection (1)(c) in the cases 

referred to in Section 3:296(5); 

b. in special cases, to replace or supplement the criterion based on the balance sheet total by a criterion 

based on income structure or off-balance sheet activities, where the Dutch Central Bank is of the opinion 

that these criteria are particularly relevant with a view to the supervision referred to in this part. 

4. In derogation from Subsection 1(a)(2°) and (c), where the ratios referred to in those subsections of a financial 

conglomerate already subject to supervision fall below 40 percent and ten percent respectively, the percentages 

referred to in those subsections shall be set at 35 percent and eight percent respectively during the following 

three years. In derogation from Subsection (2), where the balance sheet total of the smallest subsector of a 

financial conglomerate already subject to supervision falls below € 6,000,000,000, the requirement referred to in 

Subsection (2) shall be set at a minimum of € 5,000,000,000 for the smallest subsector during the following three 

years.

5. If the Dutch Central Bank is the coordinator it may, after consultation with the relevant supervisory authorities, 

decide to reduce the three-year periods referred to in Subsection (4).

6. The calculations relating to the balance sheet shall be based on the aggregated balance sheet total of the group 

members pertaining to the group, in accordance with their annual accounts. For the purpose of that calculation, 

enterprises in which a group member owns a holding shall be included for the amount of their balance sheet 

total that corresponds to the aggregated proportional share of the group. Where consolidated accounts are 

available, the calculations shall be based on those consolidated accounts. The solvency requirements shall be 

calculated on the basis of the rules laid down in this Act.

7. The Dutch Central Bank shall communicate a decision as referred to in Subsections (2), (3) or (5) to the other 

supervisory authorities involved of other Member States.

Section 3:291

Where the Dutch Central Bank has been designated as the coordinator pursuant to Section 3:293, it shall notify the 

enterprise at the head of the group, or, in the absence thereof, the regulated entity with the highest balance sheet 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

total in the most important subsector, of the decision that the group has been classified as a financial conglomerate 

and that the Dutch Central Bank has been designated as the coordinator. It shall also communicate the decision to 

the supervisory authorities of other Member States that licensed regulated entities in the group, the supervisory 

authorities of the Member State where the mixed financial holding company has its registered office and the 

Commission of the European Communities. It shall also communicate the decision to the Authority for the Financial 

Markets if the latter licensed a regulated entity of the financial conglomerate. 

Section 3:292

1. This part shall apply to Dutch credit institutions, Dutch life insurers or non-life insurers, Dutch investment firms, 

and management companies of enterprises for collective investment in transferable securities that hold a 

licence as referred to in Section 2:65(1)(a) or (2) and form part of a financial conglomerate.

2. Where the Dutch Central Bank has been appointed as the coordinator, the supervision in accordance with 

Sections 3:293 to 3:299 shall apply to each regulated entity of the financial conglomerate. For the purposes of 

the preceding sentence, a regulated entity shall also be understood to mean a management company of an 

enterprise for collective investment in transferable securities that holds a licence as referred to in Section 

2:65(1)(a) or (2), or a management company having its registered office outside the Netherlands which, if it had 

had its registered office in the Netherlands, would have been a management company of an enterprise for 

collective investment in transferable securities that could be licensed pursuant to Section 2:65(2).

3. In derogation from Subsections (1) and (2), the supervision by the Dutch Central Bank in accordance with 

Sections 3:293 to 3:299 shall not extend to regulated entities of a financial conglomerate whose parent 

enterprise is a regulated entity or a mixed financial holding company having its registered office in a nonMember State, if it has concluded that the supervision of the regulated entities of the financial conglomerate by 

the supervisory authority of that State is equivalent to the supervision of regulated entities referred to in 

Subsection (2). Nor shall the Dutch Central Bank supervise a regulated entity having its registered office in the 

Netherlands that forms part of a financial conglomerate as referred to in the first sentence, if it is not the 

coordinator and the coordinator has drawn a conclusion that corresponds to a conclusion as referred to in the 

first sentence. 

4. In the case of a financial conglomerate as referred to in Subsection (3) and where there is no equivalent 

supervision as referred to in that subsection, the Dutch Central Bank may exercise the supervision of the 

regulated entities having their registered office in the Netherlands of that financial conglomerate in a manner 

other than that referred to in Subsection (2), if that manner is appropriate, will ensure that the objectives of the 

supervision are achieved and, where the Dutch Central Bank itself is not the coordinator, has been approved by 

the coordinator.

5. In drawing the conclusion referred to in Subsection (3), the Dutch Central Bank shall consult the relevant 

supervisory authorities and observe the general guidelines drawn up in this respect in accordance with Article 

21(5) of the Financial Conglomerates Directive by the Financial Conglomerates Committee referred to in Article 

21(1) of that Directive. The Dutch Central Bank shall consult the Committee before determining the result of its 

investigation.

6. Where the Dutch Central Bank has been designated as the coordinator, it shall grant approval that corresponds 

to the approval referred to in Subsection (4) after consultation with the relevant supervisory authorities. It shall 

communicate that granting of approval to the other supervisory authorities involved of other Member States and 

to the Commission of the European Communities.

7. Where a regulated entity as referred to in Subsection (1) forms part of a group that fulfils the requirements 

referred to in Section 3:290(1)(b) and (c), (2) and (6), and is affiliated to a person through a formal or actual 

control structure, the Dutch Central Bank, in collaboration with the relevant supervisory authorities, shall 

determine to what extent the regulated entity will be subject to supervision as referred to in this part.

8. Where a financial conglomerate includes another financial conglomerate, the supervision referred to in this part 

shall apply only to the entire financial conglomerate.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

3.6.4.2. The coordinator, collaboration and enforcement

Section 3:293

1. In the case of a financial conglomerate that includes a regulated entity or mixed financial holding company 

having its registered office in the Netherlands, the Dutch Central Bank, in agreement with the supervisory 

authorities involved of other Member States, including those of the Member State where the mixed financial 

holding company has its registered office if this is a Member State other than the Netherlands, shall designate a 

coordinator that will be responsible for coordinating and exercising the supervision of the financial 

conglomerate.

2. In doing so, the Dutch Central Bank shall apply the criteria referred to in Article 10(2) and (3) of the Financial 

Conglomerates Directive, whereby for the purposes of the said paragraphs the Dutch Central Bank shall be 

regarded as the supervisor that licensed an investment firm or a management company as referred to in Section 

3:292(1).

Section 3:294

1. Where the Dutch Central Bank has been designated as the coordinator as referred to in Section 3:293: 

a. it shall coordinate the collection and dissemination of information relevant or essential in normal 

circumstances and in emergency situations, including the dissemination of information that is important for 

the prudential supervision based on the sectoral rules; 

b. it shall supervise and assess the financial situation of the financial conglomerate as a whole; 

c. it shall supervise compliance with the regulations on capital adequacy, risk concentration and intra-group 

contracts and positions referred to in Sections 3:296 to 3:298; 

d. it shall supervise compliance with the rules regarding the operations of the financial conglomerate referred to 

in Section 3:299; and 

e. it shall plan and coordinate supervisory activities in normal circumstances and in emergency situations, in 

collaboration with the relevant supervisory authorities. 

2. Where the Dutch Central Bank, as coordinator or supervisor, is involved in the supervision of a financial 

conglomerate, it shall consult the supervisory authorities of other Member States with a view to exercising such 

supervision. 

3. Where the Dutch Central Bank, as coordinator or supervisor, requires information that has already been 

supplied to another supervisory authority of another Member State, it shall first contact that supervisory 

authority. 

Section 3:295

1. The Dutch Central Bank may apply Sections 1:75 and 1:79 to 1:88 to a mixed financial holding company that 

forms part of a financial conglomerate regarding which the Dutch Central Bank has been designated as the 

coordinator, if, notwithstanding compliance with Sections 3:296 to 3:299 or corresponding provisions of other 

Member States, the solvency might be jeopardised or the intra-group contracts and positions or the risk 

concentrations threaten or may threaten the financial position of a regulated entity pertaining to the financial 

conglomerate.

2. If, notwithstanding compliance by a regulated entity having its registered office in the Netherlands with Sections 

3:296 to 3:299, the solvency might be jeopardised or the intra-group contracts and positions or the risk 

concentrations threaten or may threaten the financial position of that regulated entity, the Dutch Central Bank 

may take measures in respect of that regulated entity.

3. Where the Dutch Central Bank is not the coordinator, it may apply Sections 1:75 and 1:79 to 1:88 to a mixed 

financial holding company having its registered office in the Netherlands that forms part of a financial 

conglomerate, if that holding company or a regulated entity pertaining to that financial conglomerate acts in 

violation of Sections 3:296 to 3:299 or of corresponding provisions of other Member States. Sections 1:75 and 

1:79 to 1:88 shall also apply if the said provisions are complied with but the solvency might nevertheless be 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

jeopardised or the intra-group contracts and positions or the risk concentrations threaten or may threaten the 

financial position of a regulated entity pertaining to the financial conglomerate.

3.6.4.3. Rules on operating as a financial conglomerate

Section 3:296

1. An enterprise which, either on its own or together with another enterprise, heads a financial conglomerate that 

includes a regulated entity having its registered office in the Netherlands, shall ensure that it complies, on a 

consolidated basis or on an aggregated basis, with the rules to be laid down by or pursuant to a Decree as 

regards the capital adequacy of the conglomerate, if the Dutch Central Bank is the coordinator. These rules 

shall concern the manner, the periodicity and terms of the submission of reports, as well as the calculation of 

the capital adequacy.

2. Where a regulated entity having its registered office in the Netherlands forms part of a financial conglomerate, 

the enterprise referred to in Subsection (1) shall ensure that appropriate capital adequacy strategies are in 

place for the conglomerate as a whole.

3. If the enterprise fails to comply with the obligation referred to in Subsections (1) or (2), or fails to do so in time, 

such obligation shall also lie with the regulated entity referred to in that subsection.

4. Where the Dutch Central Bank is the coordinator, the enterprise referred to in Subsection (1), or a regulated 

entity pertaining to the group that has been designated by the Dutch Central Bank after consultation with the 

relevant supervisory authorities and with the financial conglomerate, shall provide the Dutch Central Bank at 

least once a year with a calculation, accompanied by the data on which that calculation is based, showing 

whether Subsection (1) is complied with.

5. Where the Dutch Central Bank has been designated as the coordinator, it may decide not to include a group 

member in the calculation of the capital adequacy if:

a. the group member has its registered office in a non-Member State in which there are statutory impediments 

to providing the required information; 

b. the group member is of negligible importance in light of the objectives of the supervision as referred to in this 

part; or 

c. including the group member would be misplaced or misleading in light of the objectives of the supervision as 

referred to in this part. 

6. Subsection (5)(b) shall not apply where it concerns more than one group member and those group members 

together are not of negligible importance.

7. In the case referred to in Subsection (5)(c), the Dutch Central Bank shall, except in urgent cases, consult the 

relevant supervisory authorities before rendering a decision.

8. Rules may be laid down by or pursuant to a Decree as regards the capital adequacy of a group that is not a 

financial conglomerate and, in addition to an investment firm or credit institution having its registered office in 

the Netherlands, includes a life insurer, non-life insurer or funeral expenses and benefits in kind insurer having 

its registered office in the Netherlands. The enterprise which heads the group, either on its own or together with 

another enterprise, shall ensure that those rules are complied with.

Section 3:297

1. An enterprise which, either on its own or together with another enterprise, heads a financial conglomerate that 

includes a regulated entity having its registered office in the Netherlands shall report regularly and at least once 

a year all significant risk concentrations at financial conglomerate level to the Dutch Central Bank where the 

latter is the coordinator.

2. In derogation from Subsection (1), the Dutch Central Bank, having consulted the other relevant supervisory 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

authorities and the financial conglomerate, may provide that a regulated entity of its choice that forms part of the 

financial conglomerate must submit the report to the Dutch Central Bank.

3. Rules shall be laid down by or pursuant to a Decree as regards the report referred to in Subsection (1). These 

rules shall concern the manner, periodicity and terms of the submission of the report.

4. Rules shall be laid down by or pursuant to a Decree as regards the quantitative limits or other measures to 

restrict the risk concentration.

5. Where a financial conglomerate is headed by a mixed financial holding company and includes a regulated entity 

having its registered office in the Netherlands, any sectoral rules regarding risk concentrations applicable to the 

most important subsector in the financial conglomerate shall apply to the financial market sector as a whole, 

including the mixed financial holding company. Where a financial conglomerate includes a management 

company as referred to in Section 3:292(1), the Dutch Central Bank shall determine to which subsector that 

management company must be allocated.

Section 3:298

1. An enterprise which, either on its own or together with another enterprise, heads a financial conglomerate that 

includes a regulated entity having its registered office in the Netherlands shall report regularly and at least once 

a year all significant intra-group contracts and positions of regulated entities in the financial conglomerate to the 

Dutch Central Bank where the latter is the coordinator.

2. In derogation from Subsection (1), the Dutch Central Bank, having consulted the other relevant supervisory 

authorities and the financial conglomerate, may provide that a regulated entity of its choice must submit the 

report to the Dutch Central Bank.

3. Rules shall be laid down by or pursuant to a Decree as regards the report referred to in Subsection (1). These 

rules shall concern the manner, periodicity and terms of the submission of the report.

4. Rules may be laid down by or pursuant to a Decree as regards the quantitative or qualitative limits for intragroup contracts and positions or with regard to measures seeking to achieve the same objective.

5. Where a financial conglomerate is headed by a mixed financial holding company and includes a regulated entity 

having its registered office in the Netherlands, the sectoral rules regarding intra-group contracts and positions 

applicable to the most important subsector of the financial conglomerate shall apply to the financial market 

sector as a whole, including the mixed financial holding company. Where a financial conglomerate includes a 

management company as referred to in Section 3:292(1), the Dutch Central Bank shall determine to which 

subsector that management company must be allocated. 

Section 3:299

1. An enterprise which, either on its own or together with another enterprise, heads a group that includes a 

regulated entity having its registered office in the Netherlands shall ensure such operations that the financial 

soundness of the regulated entities and the enterprise itself is not jeopardised by: 

a. the risk management of the group as a whole and of the individual group members; 

b. the strategy and the policy of the group as a whole and of the individual group members; 

c. possible conflicts of interest and relationships between the regulated entities, the enterprise referred to in the 

opening words and the other group members; or 

d. activities carried out by group members that are of essential importance to the operations with regard to the 

financial activities of one or more regulated entities. 

2. Rules shall be laid down by or pursuant to a Decree with regard to Subsection (1).

3. The group members listed below shall organise their operations in such a way that all the data relevant to the 

supervision referred to in this part can be provided:
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

a. the regulated entity having its registered office in the Netherlands; 

b. the enterprise which heads the group, either on its own or together with another enterprise; 

c. group members other than the group members referred to under (a) and (b) which carry out activities that 

are of essential importance to the operations with regard to the financial activities of one or more regulated 

entities in the group. 

4. Section 1:75 shall apply mutatis mutandis to enterprises referred to in Subsection (1), opening words. 

4. Pursue of Business Supervision of Financial Enterprises 

Chapter 4.1. Introductory provisions 

Part 4.1.1. Scope 

Section 4:1

1. Where not otherwise provided, this part shall apply to: 

a. financial service providers that are permitted under Chapter 2.2 to provide financial services in the 

Netherlands or that hold a supervisory status certificate as referred to in Section 3:110, and comply with 

Section 3:110(4) or (5); 

b. investment firms having their registered office in the Netherlands or in a non-Member State that are 

permitted under Chapter 2.2 to provide investment services or perform investment activities; 

c. collective investment schemes that are permitted under Part 2.2.7 to offer units in the Netherlands, the 

management companies of those collective investment schemes and any depositaries associated with 

those collective investment schemes; and 

d. clearing institutions that are permitted under Part 2.2.1 to conduct their business in the Netherlands insofar 

as they act for clients having their registered office in the Netherlands. 

2. Sections 4:4a, 4:14(2), opening words and under (c), 4:19, 4:20, 4:22, 4:23, 4:24, 4:89, 4:90, 4:90a, 4:90b, 4:90c, 

4:90d, 4:90e, Section 4.3.7.3 and Section 4.3.7.4 shall apply to investment firms with a branch office in the 

Netherlands that are permitted under Section 2.2.12.2 to provide investment services or perform investment 

activities in the Netherlands. 

Section 4:2

1. With the exception of Sections 4:36 and 4:37, this part shall not apply to offers of credit by a municipal credit 

bank where regulations have been adopted and approved for the operations of that municipal credit bank 

pursuant to Section 4:37(1) and (2).

2. Sections 4:9(1) and 4:10 shall not apply to persons that determine the day-to-day policy of a municipal credit 

bank, that determine or co-determine the policy of a municipal credit bank or that belong to a body responsible 

for supervising the policy and the general affairs of a municipal credit bank and also hold seats on or chair a 

municipal council or are part of a municipal executive.

Section 4:2a 

The provisions arising from this part shall not apply to the conclusion of a reinsurance contract with a funeral 

expenses and benefits in kind insurer, life insurer or non-life insurer or other reinsurer in the pursuit of a profession 

or business as an authorised or sub-authorised agent of a reinsurer for the latter’s account.

Part 4.1.2. Special provisions

Section 4:3
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

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and Decrees) is decisive. No rights can be derived from this translation.

1. No party operating in or from the Netherlands may perform activities as a broker in another Member State as a 

service of the information society as referred to in Section 15d(3) of Book 3 of the Dutch Civil Code in the 

pursuit of a profession or business in order to attract or obtain the disposal of callable funds from others than 

professional market parties beyond a restricted circle.

2. Subsection (1) shall not apply to:

a. banks that have been licensed by the Dutch Central Bank as referred to in Sections 2:11(1) or 2:20(1), and 

banks having their registered office in another Member State that pursue their business from a branch office 

situated in the Netherlands or by providing services to the Netherlands and that comply with the provisions 

of Sections 2:15 or 2:16 as regards the performance of the activities referred to under 1 in Annex I to the 

Recast Banking Directive; 

b. banks having their registered office in another Member State that have been licensed to pursue their 

business by the supervisory authority of that Member State and that satisfy the conditions applicable in that 

other Member State for providing services to another Member State; 

c. the Member States, as well as the regional or local government bodies of the Member States; 

d. international institutions governed by public law in which one or more Member States participate; 

e. investment firms that have been licensed by the Authority for the Financial Markets as referred to in Section 

2:96; 

f. investment firms having their registered office in another Member State that provide investment services or 

perform investment activities by providing services to the Netherlands and comply with Section 2:102; and 

g. intermediaries hat have been licensed by the Authority for the Financial Markets as referred to in Section 

2:80(1) to provide brokerage services in relation to a current account or savings account. 

3. An exemption from Subsection (1) may be granted by ministerial regulation.

4. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a dispensation 

from Subsection (1) if the applicant demonstrates that the interests which this part seeks to protect are sufficiently 

protected in other ways. Rules may be laid down by or pursuant to a Decree which the holder of the 

dispensation should observe and with regard to granting the dispensation.

Section 4:4

1. Where a financial enterprise that has not been licensed by the Authority for the Financial Markets fails to 

comply with the applicable rules arising from this part, the Authority for the Financial Markets may prohibit that 

financial enterprise from performing the activities that are contrary to those rules. 

2. Subsection (1) shall not apply to the fulfilment of contracts concluded prior to the moment when the prohibition 

was imposed.

3. Where the financial enterprise referred to in Subsection (1) has its registered office in another State, the 

Authority for the Financial Markets shall notify the supervisory authority of that other State of the prohibition it 

has imposed.

4. Subsections (1) to (3) shall not apply to:

a. management companies of enterprises for collective investment in transferable securities having their 

registered office in another Member State; 

b. intermediaries as referred to in Section 2:81(2); 

c. tied agents as referred to in Section 2:97(5) and Section 2:98(2); 

d. insurance intermediaries having their registered office in another Member State; 

e. financial service providers having their registered office in another Member State that pursue the business of 

a financial institution, credit institution or insurer; and 

f. reinsurance intermediaries having their registered office in another Member State. 

Section 4:4a 

The Authority for the Financial Markets may prohibit an investment firm operating as a systematic internaliser from 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

conducting the business of an investment firm operating as a systematic internaliser, if the investment firm fails to 

comply with the applicable rules laid down pursuant to Section 4.3.7.3. 

Section 4:4b

1. The Authority for the Financial Markets may oblige an investment firm conducting the business of an investment 

firm operating as a systemic internaliser in the Netherlands or an investment firm operating a multilateral trading 

facility in the Netherlands, by issuing an instruction, to suspend, interrupt or cancel trading in a particular 

financial instrument within a reasonable term to be specified by the Authority for the Financial Markets, if this is 

required with a view to protecting the interests of the investors in the financial instrument or the orderly trade in 

the financial instrument.

2. Having issued an instruction as referred to in Subsection (1), the Authority for the Financial Markets may 

request the court of Rotterdam to exclude the financial instrument concerned from systematic internalisation or 

from trading on the multilateral trading facility, if this is required with a view to protecting the interests of the 

investors in the financial instrument or the orderly trade in the financial instrument.

Section 4:5

1. For the purposes of the provisions arising from this part with regard to providing financial services, with the 

exception of offering units in a collective investment scheme, any act or omission to act on the part of an 

affiliated enterprise as referred to in Section 2:105(1) and (2) shall be considered equivalent to an act or 

omission to act on the part of the legal person referred to in Section 2:105(1) and the legal person referred to in 

Section 2:105(4) respectively.

2. The legal person referred to in Section 2:105(1) shall, without delay, notify the Authority for the Financial 

Markets of the affiliation of an enterprise as referred to in Section 2:105(2) and of the termination of the 

affiliation of an affiliated enterprise as referred to in Section 2:105(1) or (2).

3. Rules may be laid down by or pursuant to a Decree as regards the manner in which the notification referred to 

in Subsection (2) is to be made and the data to be provided and documents to be submitted on that occasion.

Section 4:6

1. An offeror that is no longer responsible for a broker as referred to in Subsection 2:81(2) shall, without delay, 

notify the Authority for the Financial Markets and the broker involved. 

2. Rules may be laid down by or pursuant to a Decree as regards the manner in which the notification referred to in 

Subsection (1) is to be made and the data to be provided and documents to be submitted on that occasion. 

Section 4:6a 

1. An enterprise which, either on its own or together with another enterprise, heads a group that includes a 

financial enterprise to which the provisions arising from this part apply, shall refrain from actions or policies 

which may result in that financial enterprise acting in violation of the provisions arising from this part.

2. Section 1:75 shall apply mutatis mutandis to the enterprise referred to in Subsection (1).

Part 4.1.3. Exemption

Section 4:7

An exemption may be granted by ministerial regulation from the provisions arising from this part, with the exception 

of Section 4.3.1.5. 

Chapter 4.2. Rules on operating in the financial markets regarding all financial services

Part 4.2.1. Expertise, properness and integrity
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 4:8

1. This part shall not apply to: 

a. management companies of enterprises for collective investment in transferable securities having their 

registered office in another Member State, enterprises for collective investment in transferable securities 

having their registered office in another Member State and any depositaries associated with those 

enterprises; 

b. management companies of collective investment schemes having their registered office in a designated 

State, collective investment schemes having their registered office in a designated State and any 

depositaries associated with those collective investment schemes; 

c. insurance intermediaries having their registered office in another Member State; 

d. financial service providers having their registered office in another Member State or a designated State that 

pursue the business of a financial institution, credit institution or insurer; and 

e. reinsurance intermediaries having their registered office in another Member State. 

2. This part shall not apply to investment firms that have been licensed by the Dutch Central Bank to pursue the 

business of a bank, or that hold a supervisory status certificate granted by the Dutch Central Bank to pursue the 

business of a financial institution.

3. This part, with the exception of Section 4:9(2), shall not apply to financial service providers that have been 

licensed by the Dutch Central Bank to pursue the business of a credit institution or insurer, or that hold a 

supervisory status certificate granted by the Dutch Central Bank to pursue the business of a financial institution.

Section 4:9

1. The day-to-day policy of a management company, investment company, investment firm, depositary or financial 

service provider shall be determined by persons expert in conducting the business operations of the financial 

enterprise.

2. A financial service provider shall ensure the professional competence of its employees and of other natural 

persons who are directly engaged under its responsibility in providing financial services to consumers or, where 

it concerns financial services relating to insurance or reinsurance brokerage, to clients. To this end, the number 

of de facto managers of the financial enterprise that possess sufficient professional competence shall in any 

case be such as to guarantee the quality of the financial services to the consumer or the client. 

3. Rules may be laid down by or pursuant to a Decree as regards the professional competence of the persons 

referred to in Subsection (2). Provisions may be laid down by Decree to the effect that Our Minister, in 

accordance with rules to be laid down for that purpose, recognises examination institutes that are authorised to 

issue diplomas as evidence of professional competence. On that occasion, rules may also be laid down as 

regards the supervision of compliance with those rules.

4. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from Subsection (2) and from the provisions arising from Subsection (3), if the applicant 

demonstrates that it cannot reasonably comply with those provisions and that the objectives which this section 

seeks to achieve are achieved in other ways.

5. Where the day-to-day policy of a multilateral trading facility operated by a market operator that holds a licence 

as referred to in Section 5:26(1) is determined by the same persons who determine the day-to-day policy of the 

regulated market operated by the market operator, those persons shall be deemed to comply with Subsection 

(1).

Section 4:10

1. The policy of a management company, investment company, investment firm, depositary or financial service 

provider shall be determined or co-determined by persons whose properness is beyond doubt. If a body within 

the financial enterprise is responsible for supervising the policy and the general affairs of the financial 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

enterprise, the properness of the persons exercising this supervision shall be beyond doubt.

2. The properness of a person as referred to in Subsection (1) shall be beyond doubt once this has been 

established for the purposes of this Act by a supervisor, as long as a change in the relevant facts or 

circumstances has not given reasonable cause for a reassessment.

3. Rules shall be laid down by or pursuant to a Decree as regards the manner in which to establish that the 

properness of a person as referred to in Subsection (1) is beyond doubt and which facts and circumstances 

must be considered in that respect.

Section 4:11

1. A management company, investment company, investment firm or depositary shall pursue an adequate policy 

that safeguards controlled and sound business operations. This shall mean that: 

a. measures are taken to prevent conflicts of interest; 

b. measures are taken to prevent the financial enterprise or its employees from committing offences or other 

transgressions of the law that could damage confidence in the financial enterprise or in the financial 

markets; 

c. measures are taken to prevent confidence in the financial enterprise or in the financial markets from being 

damaged because of its clients; and 

d. measures are taken to prevent the financial enterprise or its employees from performing other acts that are 

so contrary to generally accepted standards as to seriously damage confidence in the financial enterprise or 

in the financial markets. 

2. A financial service provider shall pursue an adequate policy that safeguards controlled and sound business 

operations. This shall mean that measures are taken to prevent the financial service provider or its employees 

from committing offences or other transgressions of the law that could damage confidence in the financial 

service provider or in the financial markets. Other matters may be designated by Decree that may be regarded 

as part of controlled and sound business operations by a financial service provider. 

3. Rules may be laid down by or pursuant to a Decree as regards the minimum requirements to be satisfied by the 

policy referred to in Subsections (1) and (2).

4. A financial enterprise as referred to in Subsections (1) or (2) shall supply the Authority for the Financial Markets 

with information to be specified by Decree about incidents relating to the matters referred to in Subsections (1) 

and (2).

5. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from the provisions arising from Subsection (3), where these do not concern the provision of 

an investment service or the performance of an investment activity or ancillary service, if the applicant 

demonstrates that it cannot reasonably comply with those provisions and that the objectives which this section 

seeks to achieve are achieved in other ways.

Part 4.2.2. Structuring and organisation

Section 4:12

1. Sections 4:13, 4:14 and 4:17 shall not apply to: 

a. management companies of enterprises for collective investment in transferable securities having their 

registered office in another Member State, enterprises for collective investment in transferable securities 

having their registered office in another Member State and any depositaries associated with those 

enterprises; and 

b. management companies of collective investment schemes having their registered office in a designated 

State, collective investment schemes having their registered office in a designated State and any 

depositaries associated with those collective investment schemes. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2. Sections 4:13, 4:15 and 4:17 shall not apply to: 

a. insurance intermediaries having their registered office in another Member State; 

b. financial service providers having their registered office in another Member State or a designated State that 

pursue the business of a financial institution, credit institution or insurer; and 

c. reinsurance intermediaries having their registered office in another Member State. 

3. Section 4:17 shall not apply to clearing institutions having their registered office in a designated State.

4. Section 4:13 and the provisions arising from Section 4:14(2), opening words and under (a) and (b) shall not 

apply to investment firms that have been licensed by the Dutch Central Bank to pursue the business of a bank, 

or that hold a supervisory status certificate granted by the Dutch Central Bank to pursue the business of a 

financial institution.

5. Section 4:13 shall not apply to financial service providers that have been licensed by the Dutch Central Bank to 

pursue the business of a credit institution or insurer, or that hold a supervisory status certificate granted by the 

Dutch Central Bank to pursue the business of a financial institution.

Section 4:13

1. A management company, investment company, investment firm, depositary or financial service provider shall 

not be affiliated to persons in a formal or actual control structure which is impenetrable to such an extent that it 

constitutes or may constitute an impediment to the adequate exercise of supervision of the management 

company, the collective investment schemes under its management, the investment company, the investment 

firm, the depositary and the financial service provider respectively.

2. A management company, investment company, investment firm, depositary or financial service provider shall 

not be affiliated to persons in a formal or actual control structure if the law of a non-Member State applicable to 

those persons constitutes or may constitute an impediment to the adequate exercise of supervision of the 

management company, the collective investment schemes under its management, the investment company, the 

investment firm, the depositary and the financial service provider respectively.

Section 4:14 

1. A management company, investment company, investment firm or depositary shall organise its operations in 

such a way as to safeguard controlled and sound business operations.

2. Rules shall be laid down by or pursuant to a Decree with regard to Subsection (1). These rules shall concern:

a. control of business processes and business risks; 

b. integrity, which is understood to mean the prevention of: 

1°. conflicts of interest; 

 2°. offences or other transgressions of the law committed by the financial enterprise or its employees that 

could damage confidence in the financial enterprise or in the financial markets; 

 3°. relationships with clients or unit holders that could damage confidence in the financial enterprise or in the 

financial markets; and 

 4°. other acts performed by the financial enterprise or its employees that are so contrary to generally 

accepted standards as to seriously damage confidence in the financial enterprise or in the financial markets; 

and 

c. orderly and transparent financial market processes, integrity in relations between market parties and due 

care in the provision of services to clients and unit holders, which is understood to mean: 

1°. safeguarding the provision of information to clients or unit holders; 

 2°. safeguarding the recording of the relationship with clients or unit holders; 

 3°. safeguarding due care in the provision of services to clients or unit holders; 

 4°. preventing conflicts of interest between the financial enterprise and clients or unit holders and between 

the clients or unit holders themselves; 

 5°. safeguarding the rights of clients or unit holders; and 

 6°. other matters, to be specified by Decree. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

3. Without prejudice to Sections 3:17 and 3:27, rules may be laid down by or pursuant to a Decree in respect of 

clearing institutions having their registered office in the Netherlands and branch offices of clearing institutions 

having their registered office in a non-designated State in relation to the matters referred to in Subsection (2)(c).

4. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from the provisions arising from Subsection (2), where these do not concern provision of an 

investment service or the performance of an investment activity or ancillary service, if the applicant 

demonstrates that it cannot reasonably comply with those provisions and that the objectives which this section 

seeks to achieve are achieved in other ways.

Section 4:15

1. A financial service provider that does not conduct the business of a financial institution, credit institution or 

insurer shall organise its operations in such a way as to safeguard controlled and sound business operations.

2. Rules may be laid down by or pursuant to a Decree in respect of Subsection (1). These rules shall concern:

a. integrity, which shall be understood to mean: 

1°. preventing the financial service provider or its employees from committing offences and other 

transgressions of the law that could damage confidence in the financial service provider or in the financial 

markets; and 

 2°. taking measures relating to other matters designated by Decree that may be regarded as part of 

controlled and sound business operations by a financial service provider; and 

b. orderly and transparent financial market processes, integrity in relations between market parties and due 

care in the provision of services to clients and consumers, which is understood to mean: 

1°. safeguarding the provision of information to clients or consumers; and 

 2°. safeguarding due care in the provision of services to clients or consumers. 

3. The provisions arising from Subsection (2), opening words and under (b) shall apply mutatis mutandis to 

financial service providers that conduct the business of a financial institution, credit institution or insurer. 

4. On application, the Dutch Central Bank may, whether or not for a fixed period, grant a full or partial dispensation 

from the provisions arising from Subsection (2), if the applicant demonstrates that it cannot reasonably comply 

with those provisions and that the objectives which this section seeks to achieve are achieved in other ways. 

Section 4:16

1. Where a financial enterprise delegates activities to a third party, that financial enterprise shall ensure that such 

third party complies with the rules applicable under this part to the delegating financial enterprise with regard to 

those activities.

2. A management company or investment firm shall not delegate activities to be designated by Decree.

3. By or pursuant to a Decree:

a. rules shall be laid down, for the purpose of supervision of compliance with the provisions arising from this 

part, with regard to the delegation of activities by financial enterprises; 

b. rules shall be laid down with regard to the control of risks entailed by the delegation of activities by 

management companies, depositaries and investment firms; and 

c. rules shall be laid down with regard to the contract to be concluded between a management company, 

depositary or investment firm and the third party relating to the delegation of activities. 

Section 4:17

1. A management company, investment firm providing investment services, clearing institution or financial service 

provider shall ensure that complaints from clients, consumers or unit holders about financial services or financial 

products of the financial enterprise are handled properly. To this end: 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

a. the financial service provider shall have an internal complaints procedure, aimed at prompt and careful 

handling of complaints; and 

b. the financial service provider shall be associated with a disputes body recognised by Our Minister that 

handles disputes in respect of financial services or financial products of the financial enterprise, unless no 

such disputes body exists. 

2. Subsection (1)(b) shall not apply to financial enterprises insofar as they: 

a. offer units in collective investment schemes; 

b. provide investment services exclusively for professional investors; or 

c. act as a clearing institution. 

3. Rules may be laid down by Decree as regards the handling of complaints, and rules shall be laid down by 

Decree as regards the recognition of disputes bodies, the resolution of disputes by recognised disputes bodies 

and the information which recognised disputes bodies must provide to Our Minister. 

Part 4.2.3. Provision of services with due care

Section 4:18

1. This part shall not apply to: 

a. reinsurance intermediaries; and 

b. financial services relating to the insurance of major risks. 

2. For the purposes of the provisions arising from Sections 4:19, 4:20, 4:21 and 4.22, a funeral expenses and 

benefits in kind insurance contract shall also be understood to mean a contract intended to accrue a fund to pay 

for the provision of the funeral of a natural person, if the contract is concluded by a funeral expenses and 

benefits in kind insurer and does not entail an investment risk for the latter. 

Section 4:18a 

1. An investment firm shall classify its clients as eligible counterparties, professional investors or non-professional 

investors and shall notify them of this.

2. The investment firm shall inform its clients on a durable medium that they may apply for a reclassification and 

shall inform them about the lower or higher protection level ensuing from such reclassification.

Section 4:18b

1. Sections 4:19, 4:20, 4:22, 4:23, 4:24, 4:89, 4:90, 4:90a, 4:90b, 4:90c and 4:90d(1) shall not apply to receiving and 

forwarding orders and to executing orders or directly related ancillary services in relation to eligible 

counterparties.

2. An investment firm may classify a professional investor as referred to under (o) of the definition of professional 

investor in Section 1:1, or an enterprise having its registered office in another Member State that is not an 

eligible counterparty within the meaning of Section 1:1 and is classified as an eligible counterparty in that 

Member State, as an eligible counterparty if the client has agreed to such classification.

3. In derogation from Subsection (1), an investment firm may, at the request of an eligible counterparty, apply each 

of Sections 4:19, 4:20, 4:22, 4:23, 4:24, 4:89, 4:90, 4:90a, 4:90b, 4:90c and 4:90d(1) towards that party in 

relation to individual transactions or in general. In such cases, the provisions of this part with regard to 

professional investors shall apply mutatis mutandis, unless the eligible counterparty has agreed with the 

investment firm that it will be treated as a non-professional investor for the purposes of those provisions.

4. An investment firm may classify an eligible counterparty as a professional investor or non-professional investor 

at its own initiative in relation to individual transactions or in general.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

5. An enterprise that complies with Section 4:18c(1) and (2) may request the investment firm to be classified as an 

eligible counterparty if it has been classified as a professional investor under Section 4:18c(3) in respect of the 

investment services or investment activities referred to in Subsection (1).

Section 4:18c

1. An investment firm may classify a non-professional investor at the latter’s request as a professional investor, if 

that investor, in the opinion of the investment firm, has sufficient expertise, knowledge and experience with 

regard to the nature of the proposed investment services, investment activities or ancillary services to take 

investment decisions independently and assess the risks attached to those decisions.

2. A non-professional investor shall be deemed to have sufficient expertise, knowledge and experience as referred 

to in Subsection (1) if he satisfies at least two of the following three criteria:

1°. during the preceding four quarters, the client carried out an average of ten transactions of significant size per 

quarter on the market concerned; 

2°. the value of the non-professional’s portfolio of financial instruments and monetary deposits exceeds 

€ 500,000; or 

3°. the non-professional investor works or has worked for at least one year in the financial sector, holding a 

professional position which requires or required knowledge of the proposed investment services, investment 

activities or ancillary activities. 

3. A contract between the investment firm and the non-professional investor shall specify the investment services, 

types of financial instruments or transactions to which the classification as a professional investor applies. 

4. Rules shall be laid down by Decree as regards the procedure to be observed.

Section 4:18d

1. An investment firm may classify a client that is a professional investor, at the latter’s request or at its own 

initiative, as a non-professional investor in relation to individual transactions or in general. The investment firm 

shall inform a client that is a professional investor that the latter may request to be classified as a nonprofessional investor, unless the investment firm has adopted a policy line from which it appears that such a 

request will not be honoured.

2. If the investment firm and the client agree that the client will be classified as a non-professional investor, such 

shall be laid down in a contract. This contract shall specify the investment services, types of financial 

instruments or transactions to which the classification as a non-professional investor applies.

Section 4:18e

1. An investment firm shall adopt rules of conduct and procedures with regard to classifying or not classifying its 

clients as professional investors.

2. Where an investment firm finds that a non-professional investor, on a structural basis, no longer satisfies the 

conditions to be eligible as a professional investor, it shall classify this investor as a non-professional investor 

and inform the investor of this.

Section 4:19

1. A financial enterprise shall ensure that the information provided by it or on its behalf with regard to a financial 

product, financial service or ancillary service, including advertisements, is not detrimental to the information to 

be supplied or made available pursuant to this part.

2. The information supplied by an investment firm to clients shall be accurate, clear and not misleading. The 

preceding sentence shall apply mutatis mutandis to information supplied pursuant to this part by a financial 

enterprise that is not an investment firm.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

3. The financial enterprise shall ensure that the commercial objective of the information supplied or made available 

is recognisable as such.

4. Rules shall be laid down by or pursuant to a Decree in respect of Subsection (2), insofar as the information 

referred to in that subsection is supplied in the context of the provision of investment services.

Section 4:20

1. Prior to issuing advice, providing an investment service, providing an ancillary service or concluding a contract 

regarding a financial product other than a financial instrument, an investment firm or financial service provider 

shall supply information to the consumer or, where it concerns a financial instrument or insurance, to the client 

insofar as this is reasonably relevant for an adequate assessment of that service or product. Rules may be laid 

down by or pursuant to a Decree as regards the information referred to in the preceding sentence. These rules 

may concern matters such as the information supplied in relation to exercising the rights referred to in Section 

4:28(1) and (2).

2. In derogation from Subsection (1), first sentence, provisions may be laid down by Decree to the effect that, in 

cases to be specified on that occasion, a financial enterprise shall supply all or part of the information referred to 

in that subsection after the conclusion of the contract.

3. During the term of a contract regarding a financial product, financial service or ancillary service, an investment 

firm or financial service provider shall inform the consumer or, where it concerns a financial instrument or 

insurance, the client in time with regard to:

a. material changes in the information referred to in Subsection (1), insofar as these changes are reasonably 

relevant to the consumer or the client; and 

b. other matters, to be specified by or pursuant to a Decree. 

4. Rules may be laid down by or pursuant to a Decree as regards the cases and the manner in which a financial 

enterprise must supply information during the term of a contract.

5. Provisions may be laid down by Decree to the effect that, in cases to be specified on that occasion, the 

information referred to in Subsection (3) shall only be supplied at the consumer’s or client’s request.

6. The information referred to in this section may be supplied in standardised form.

7. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from the provisions arising from this section, where these do not concern the provision of an 

investment service or ancillary service, if the applicant demonstrates that it cannot reasonably comply with those 

provisions and that the objectives which this section seeks to achieve are achieved in other ways.

Section 4:21

If a financial service provider provides a financial service through a broker, authorised agent or authorised subagent, the information referred to in Section 4:20(1) and (3) shall be supplied by this broker, authorised agent or 

authorised sub-agent, unless the financial enterprise concerned and the broker, authorised agent or authorised 

sub-agent have agreed that the financial enterprise will itself comply with Section 4:20(1) and (2). 

Section 4:22

1. Rules may be laid down by or pursuant to a Decree as regards the supply of information by a financial 

enterprise in relation to a financial product, financial service or ancillary service.

2. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from the provisions arising from Subsection (1), where these do not concern the provision of 

an investment service or ancillary service, if the applicant demonstrates that it cannot reasonably comply with 

those provisions and that the objectives which this section seeks to achieve are achieved in other ways.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 4:23

1. If a financial enterprise advises a consumer or, where it concerns a financial instrument or insurance, a client, or 

if it performs portfolio management activities: 

a. it shall, in the interest of the consumer or client, obtain information about the latter’s financial position, 

knowledge, experience, objectives and risk tolerance, insofar as this is reasonably relevant to the advice or 

the portfolio management; 

b. it shall ensure that its advice or manner of managing the portfolio, insofar as reasonably possible, is partly 

based on the information referred to under (a); and 

c. it shall, where it concerns advice regarding financial products other than financial instruments, explain the 

considerations underlying its advice insofar as this is necessary for a proper understanding of the advice. 

2. If a financial enterprise, in providing a financial service other than an investment service, refrains from advising 

a consumer or, where it concerns insurance, a client, it shall make this known to the consumer or the client 

when commencing its activities for the consumer or the client.

3. Rules may be laid down by or pursuant to a Decree in respect of:

a. the information referred to in Subsection (1)(a) and the manner in which that information is obtained; 

b. the manner referred to in Subsection (1)(b) in which an investment firm takes account of the information 

obtained when issuing advice on financial instruments or performing portfolio management activities; 

c. the manner in which the explanation referred to in Subsection (1)(c) is provided; and 

d. the manner in which the financial enterprise notifies the customer or the client that it will refrain from issuing 

advice. 

4. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from the provisions arising from Subsection (3), where these do not concern advice 

regarding financial instruments or portfolio management, if the applicant demonstrates that it cannot reasonably 

comply with those provisions and that the objectives which this section seeks to achieve are achieved in other 

ways. 

Section 4:24

1. Where a financial enterprise, without also issuing advice, provides an investment service other than portfolio 

management or another financial service to be designated by Decree, it shall obtain information about the 

knowledge and experience of the consumer or, where it concerns a financial instrument or insurance, of the 

client with regard to the financial service or financial product concerned, in order to be able to assess whether 

that service or product is suitable for the consumer or the client.

2. Where the financial enterprise, based on the information referred to in Subsection (1), is of the opinion that the 

financial service is not suitable for the consumer or the client, it shall warn the consumer or the client.

3. Where the consumer or the client fails to supply any or sufficient information about its knowledge and 

experience, the financial enterprise shall warn the consumer or the client that this will prevent it from checking 

whether the financial service is suitable for the consumer or the client.

4. Subsections (1) to (3) shall not apply if an investment service as referred to under (a) or (b) of the definition of 

providing an investment service in Section 1:1 is provided at a client’s initiative with regard to:

a. shares admitted to trading on a regulated market or on a system in a non-Member State that is comparable 

to a regulated market; 

b. instruments normally traded on the money market; 

c. negotiable bonds or other debt instruments, insofar as these are not convertible bonds or convertible debt 

instruments; 

d. units in an enterprise for collective investment in transferable securities; or 

e. other financial instruments to be designated by Decree, if the financial enterprise, prior to providing the 

investment service, notifies the client that it has not assessed the suitability of the financial service or the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

financial product for the consumer. 

5. Rules may be laid down by or pursuant to a Decree as regards the manner in which the information referred to 

in Subsection (1) is to be obtained and the manner in which the suitability of the financial service or the financial 

product for the consumer is to be assessed.

6. The warnings referred to in Subsections (2) and (3) and the notification referred to in Subsection (4), second 

sentence may be issued in standardised form.

Section 4:25

1. A financial enterprise, in dealing with the unit holder, the consumer or, where it concerns a financial instrument 

or insurance, the client, shall comply with further rules to be laid down by or pursuant to a Decree about the 

care to be observed.

2. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from the provisions arising from Subsection (1), where these do not concern advice 

regarding financial instruments or portfolio management, if the applicant demonstrates that it cannot reasonably 

comply with those provisions and that the objectives which this section seeks to achieve are achieved in other 

ways.

3. The proposal for a Decree to be adopted pursuant to Subsection (1) that serves to amend a Decree adopted 

earlier pursuant to that subsection shall not be made any earlier than four weeks after the draft was submitted 

to Parliament, except where Our Minister considers the adoption of the Decree to be urgent. 

Section 4:25a 

Where an investment firm is instructed by another investment firm to provide investment services or ancillary 

services to a client: 

a. the obligation to obtain information referred to in Section 4:23(1), opening words and under (a) and Section 

4:24(1) shall not apply to it insofar as the information referred to in those provisions was supplied to it by the 

other investment firm; and 

b. it may trust that the advice issued to the client by the other enterprise in relation to financial instruments or 

the proposed manner of managing the client’s portfolio complies with the relevant provisions laid down by or 

pursuant to this Act. 

Part 4.2.4. Duties to disclose

Section 4:26

1. A financial enterprise shall notify the Authority for the Financial Markets of changes with regard to subjects on 

which data must be provided pursuant to Sections 2:13(2), 2:22(2), 2:32(2), 2:33(2), 2:42(2), 2:43(2), 2:58(2), 

2:63(2), 2:67(4), 2:68(3), 2:69(2), 2:72(2), 2:73(1), 2:78(2), 2:83(2), 2:89(2), 2:94(2), 2:99(3), 2:105(5), 2:125(1), 

2:126(1), 2:130(1), 3:110(2), 4:5(3), 4:10(3), 4:50(1) or 4:71(3).

2. A management company or investment firm shall report changes with regard to subjects on which data must be 

provided pursuant to Sections 2:122(2), 2:127(2) or 2:129(1) to the Authority for the Financial Markets and the 

supervisory authority of the Member State where that financial enterprise provides financial services.

3. An investment firm that holds a licence to provide the investment service referred to under (b) of the definition of 

providing an investment service in Section 1:1 and to perform the investment activity referred to under (a) of the 

definition of performing an investment activity in Section 1:1, and intends to conduct the business of an 

investment firm operating as a systematic internaliser with regard to transactions in shares admitted to trading 

on a regulated market, shall notify the Authority for the Financial Markets of this intention.

4. An investment firm that no longer conducts the business of an investment firm operating as a systematic 

internaliser shall notify the Authority for the Financial Markets of this.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

5. An investment firm that holds a licence as referred to in Section 2:96(1) of the Act on Financial Supervision and 

provides ancillary services shall notify the Authority for the Financial Markets of this without delay.

6. Provisions shall be laid down by or pursuant to a Decree, specifying the procedures to be followed, with regard 

to the changes to be reported as referred to in Subsections (1) and (2), the data to be supplied on that occasion 

and, where applicable, the conditions on which the changes may be implemented.

Section 4:27

1. An auditor reviewing the annual accounts of a management company of a collective investment scheme having 

its registered office in the Netherlands, a collective investment scheme having its registered office in the 

Netherlands, an investment firm, clearing institution, credit institution or insurer having its registered office in the 

Netherlands, shall notify the Authority for the Financial Markets as soon as possible of any circumstance which 

came to its attention during the audit and which contravenes the obligations imposed pursuant to this part. 

2. An auditor reviewing the annual accounts of a management company of a collective investment scheme having 

its registered office in the Netherlands, a collective investment scheme having its registered office in the 

Netherlands or an investment firm having its registered office in the Netherlands, shall notify the Authority for 

the Financial Markets as soon as possible of any circumstance which came to its attention during the audit and 

which causes it to withhold a statement regarding the fair presentation or to make reservations. 

3. Subsections (1) and (2) shall apply mutatis mutandis to an auditor that, apart from auditing the annual accounts 

of the financial enterprise referred to in Subsections (1) and (2), also audits the annual accounts of another 

person to which the financial enterprise is affiliated in a formal or actual control structure.

4. The auditor referred to in Subsection (2) shall provide the Authority for the Financial Markets as soon as 

possible with information to be specified by Decree for the purpose of the supervision of the financial enterprise. 

Rules shall be laid down by Decree as regards the procedures to be observed.

5. The Authority for the Financial Markets shall provide the financial enterprise with the opportunity to be present 

when the auditor makes the notification referred to in Subsections (1) or (2) and when the auditor supplies the 

information referred to in Subsection (4).

6. The auditor that has made a notification pursuant to Subsections (1), (2) or (3) or has supplied information 

pursuant to Subsection (4) to the Authority for the Financial Markets shall not be liable for subsequent thirdparty losses, unless it is demonstrated that, in view of all the facts and circumstances, it should not within 

reason have made the notification or supplied the information.

7. Subsections (2) and (4) shall not apply to auditors auditing the annual accounts of an investment firm that has 

been licensed by the Dutch Central Bank to conduct the business of a bank.

Part 4.2.5. Distance contracts

Section 4:28

1. A consumer may cancel a distance contract, without owing a fine and without giving reasons, during a period of 

14 calendar days commencing on the day when that contract was concluded, or during a period of 14 calendar 

days commencing on the day when the consumer received the information that the financial enterprise must 

supply pursuant to Section 4:20(1), whichever is later.

2. In derogation from Subsection (1), a consumer may cancel a distance contract regarding life insurance, without 

owing a fine and without giving reasons, during a period of 30 calendar days commencing on the day when the 

consumer was informed of the establishment of the contract, or during a period of 30 calendar days 

commencing on the day when the consumer received the information that the financial enterprise must supply 

pursuant to Section 4:20(1), whichever is later.

3. Where a consumer wants to exercise the right referred to in Subsections (1) or (2), he shall notify the financial 

enterprise of this before the expiry of the period referred to in that subsection, in accordance with the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

instructions that were issued to him in accordance with Section 4:20(1). The notification shall be regarded as in 

time if it was submitted in writing or on a durable medium available and accessible to the financial enterprise 

before the period expired.

4. Subsections (1) and (2) shall not apply to:

a. contracts regarding financial products whose value during the period referred to in the relevant subsection 

depends on developments in the financial markets or other markets; 

b. insurance contracts with a term of less than one month; 

c. contracts that were performed in full at the consumer’s express request before the consumer exercises the 

right referred to in Subsections (1) or (2); 

d. credit contracts that were cancelled in accordance with Sections 46e and 48e of Book 7 of the Dutch Civil 

Code; 

e. credit contracts secured by a mortgage; and 

f. other contracts regarding financial products, to be designated by Decree. 

5. If the distance contract is linked to another contract in respect of an item of property or service provided by the 

financial enterprise or by a third party under a contract between the financial enterprise and this third party, the 

cancellation of the distance contract in accordance with Subsections (1) or (2) shall entail, by operation of law, 

the cancellation of that linked contract, without the consumer owing a fine. 

Section 4:29

1. The performance of a distance contract shall not commence until the consumer has given his consent.

2. Where the consumer exercises the right as referred to in Section 4:28(1) or (2), the financial enterprise may 

only require a fee for the financial product supplied pursuant to the distance contract. This fee shall:

a. not exceed an amount proportional to the ratio between the product already supplied and the full 

performance of the distance contract; and 

b. in no case be at a level where it could be construed as a fine. 

3. The financial enterprise may only require payment of the fee referred to in Subsection (2) if: 

a. it can demonstrate that the consumer was informed about the fee referred to in Subsection (2) in 

accordance with Section 4:20(1); and 

b. it commenced the performance of the contract before the expiry of the cancellation period referred to in 

Section 4:28(1) or (2) at the consumer’s express request. 

4. Where the consumer exercises the right referred to in Section 4:28(1) or (2), the financial enterprise shall, 

without delay and no later than 30 calendar days after receiving the notification of cancellation, repay to the 

consumer any sums it received from the consumer pursuant to the distance contract, reduced by the amount 

referred to in Subsection (2).

5. Where the consumer exercises the right referred to in Section 4:28(1) or (2), he shall, without delay and no later 

than 30 calendar days after sending the notification of cancellation, return to the financial enterprise any sums 

of money and goods it received from the financial enterprise pursuant to the distance contract.

Section 4:30

Derogations from Sections 4:28 and 4:29 to the detriment of the consumer shall not be permitted. 

Chapter 4.3. Supplementary rules on operating in the financial markets regarding specific financial services

Part 4.3.1. Offers

4.3.1.1. Investment objects
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 4:30a 

1. An offeror of an investment object shall have a website on which an investment object prospectus is available. 

The offeror shall, without delay, supply an investment object prospectus free of charge to any consumer who so 

requests.

2. Where an investment object is offered through a broker, this broker shall supply the investment object 

prospectus referred to in Subsection (1), unless the offeror and the broker have agreed that the offeror will itself 

fulfil this obligation. Subsection (1) shall apply mutatis mutandis. 

3. The investment object prospectus referred to in Subsection (1) shall contain only data to be specified by Decree 

which must be included in the investment object prospectus in a manner to be specified by or pursuant to a 

Decree. Further rules may be laid down by Decree as regards the manner in which the investment object 

prospectus is to be supplied.

4. Derogations from the obligation to have available and supply an investment object prospectus shall be 

permitted, subject to rules to be laid down by Decree.

5. Section 4:19(2) shall apply mutatis mutandis to the investment object prospectus referred to in Subsection (1).

4.3.1.2. Electronic money

Section 4:31

1. A credit institution shall, at the request of a holder of electronic money it has issued, exchange the electronic 

money through payment of the electronic money in notes and coins or a transfer to a current or savings 

account, charging only the costs necessary for the exchange.

2. Rules may be laid down by or pursuant to a Decree as regards the exchange referred to in Subsection (1).

4.3.1.3. Credit

Section 4:32

1. An offeror of credit shall participate in a credit registration system.

2. Derogations from Subsection (1) shall be permitted, subject to rules to be laid down by Decree.

Section 4:33

1. An offeror of credit with a website shall have a credit prospectus available and shall, without delay, supply a 

credit prospectus free of charge to any consumer who so requests. In the absence of a website, the offeror of 

credit shall supply a free credit prospectus to a consumer prior to the conclusion of a credit contract.

2. Where credit is offered through a broker, this broker shall supply the credit prospectus referred to in Subsection 

(1), unless the offeror and the broker have agreed that the offeror will itself fulfil this obligation. Subsection (1) 

shall apply mutatis mutandis.

3. The credit prospectus referred to in Subsection (1) shall contain only data to be specified by Decree which must 

be included in the credit prospectus in a manner to be specified by or pursuant to a Decree. Further rules may 

be laid down by Decree as regards the manner in which the credit prospectus is to be supplied.

4. Derogations from the obligation to have available and supply a credit prospectus shall be permitted, subject to 

rules to be laid down by Decree, and forms of credit may be designated by Decree regarding which the 

obligation to have available and supply a credit prospectus will not apply.

5. Section 4:19(2) shall apply mutatis mutandis to the credit prospectus referred to in Subsection (1).
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 4:34 

1. Before concluding a credit contract, an offeror of credit shall, in the consumer’s interest, obtain information on 

the latter’s financial position and assess, in order to prevent overextension of credit to the consumer, whether 

concluding the contract would be justified.

2. The offeror shall not enter into a credit contract with the consumer where this would not be justified with a view 

to overextension of credit to the consumer.

3. Rules may be laid down by or pursuant to a Decree in respect of Subsections (1) and (2).

Section 4:35

Rules may be laid down by Decree as regards the maximum lending fee permitted. 

Section 4:36

A municipal credit bank shall be incorporated and wound up by a decision to that effect of the municipal council or 

by the adoption of a joint scheme by the councils of two or more municipalities. The decision or the joint scheme 

shall be subject to the approval of the Provincial Executive. 

Section 4:37

1. The operations of a municipal credit bank shall be governed by regulations adopted by the Municipal Executive, 

or, if the municipal credit bank was set up by way of a joint scheme, by the councils of the municipalities taking 

part in the scheme, which regulations shall, where offering credit in the context of its public duties is concerned, 

at least contain provisions equivalent to the provisions arising from Part 4.2.1, Part 4.2.2, Part 4.2.3, Part 4.2.5, 

Section 4:32, Section 4:33, Section 4.3.8.1 and Chapters IV and V of the Consumer Credit Act (Wet op het 

consumentenkrediet).

2. The regulations shall be subject to the approval of the Provincial Executive.

3. The supervision of compliance with the regulations by the municipal credit bank:

a. shall be exercised by the general board of the municipal credit bank, if the municipal credit bank was set up 

by way of a joint scheme and has no legal form under private law; 

b. shall, if the municipal credit bank has a legal form under private law, be safeguarded by the fact that: 

1°. the majority of the management board is appointed on the recommendation of the municipal council or 

Municipal Executive of one or more municipalities for which the municipal credit bank performs activities; 

 2°. the majority of the supervisory board is appointed on the recommendation of the municipal council or 

Municipal Executive of one or more municipalities for which the municipal credit bank performs activities; 

 3°. the annual accounts and the budget of the municipal credit bank are approved by the municipal council 

or Municipal Executive of one or more municipalities for which the municipal credit bank performs activities; 

or 

c. shall be exercised by the Municipal Executive in situations where (a) and (b) do not apply. 

4. The requirements listed in Subsection (3)(b)(1°) to (3°) shall not apply to a municipal credit bank with a legal form 

under private law if a negative operating balance is made good by one or more municipalities for which the 

municipal credit bank performs activities. 

Section 4:37a 

1. For the purposes of the provisions laid down by or pursurant to this section, the regulations shall be observed as 

included in Commission Directive No. 2007/16/EC of 19 March 2007 implementing Council Directive 

85/611/EEC on the coordination of laws, regulations and administrative provisions relating to undertakings for 

collective investment in transferable securities (UCITS) as regards the clarification of certain definitions (OJEU 

L 79). 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2. For the purposes of this section, an amendment of Commission Directive No. 2007/16/EC of 19 March 2007 

implementing Council Directive 85/611/EEC on the coordination of laws, regulations and administrative 

provisions relating to undertakings for collective investment in transferable securities (UCITS) as regards the 

clarification of certain definitions (OJEU L 79) shall apply as from the date on which the amending Directive 

concerned must be implemented. 

4.3.1.4. Units in a collective investment scheme

Section 4:38 

1. This section, with the exception of Sections 4:53, opening words and under (b), and 4:62, shall not apply to 

management companies of enterprises for collective investment in transferable securities having their registered 

office in another Member State, enterprises for collective investment in transferable securities having their 

registered office in another Member State and any depositaries associated with those enterprises.

2. This section, with the exception of Sections 4:46, 4:49, 4:50(2) and (3), 4:51, 4:52 and 4:53, shall not apply to 

management companies of collective investment schemes having their registered office in a designated State, 

collective investment schemes having their registered office in a designated State and any depositaries 

associated with those collective investment schemes.

Section 4:39

At least two natural persons shall determine the day-to-day policy of a management company, investment company 

or depositary. 

Section 4:40

The persons determining the day-to-day policy of a management company or investment company having its 

registered office in the Netherlands shall perform their activities in that respect from the Netherlands. 

Section 4:41

A management company shall be a director of every investment company under its management. 

Section 4:42

A management company administering a common fund shall take measures to ensure that: 

a. the assets of the common fund are acquired for the benefit of the unit holders by a depositary unrelated to 

the management company; and 

b. the depositary may only access the assets of the common fund with the cooperation of the management 

company. 

Section 4:43

1. Where the assets of a collective investment scheme are held by a depositary, the management company of the 

collective investment scheme shall conclude a written management and custody agreement with the depositary.

2. Rules may be laid down by Decree as regards the content of the management and custody agreement to be 

concluded between the management company and a depositary.

Section 4:44

1. Only a legal person whose sole object according to its articles of association is to hold assets and administer 

the goods in which a collective investment scheme invests, shall act as a depositary.

2. The assets of a common fund shall be held by a depositary that acts as depositary exclusively for the common 

fund, if there is a real risk under the investment policy of the common fund concerned that the capital of the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

common fund and the equity capital of the depositary will be insufficient to cover claims as referred to in Section 

4:45(1). 

3. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from Subsection (2), if the applicant demonstrates that it cannot reasonably comply with that 

subsection and that the objectives which that subsection seeks to achieve are achieved in other ways.

Section 4:45

1. The capital of a common fund shall be used exclusively to cover claims ensuing from: 

a. liabilities relating to the management and custody of the fund; and 

b. units. 

2. If the capital of a common fund is not sufficient to cover the claims at the time of liquidation, the capital of the 

fund shall be used to cover the claims in the order of Subsection (1).

3. In derogation from Subsection (1), other claims may be recovered from the capital of a common fund where it is 

established that the claims referred to in Subsection (1) can be paid and that such claims will not arise in the 

future.

4. If the claims referred to in Subsection (1) cannot be fully covered out of the capital of the common fund, the 

equity capital of the depositary shall first be used to cover the claims in the order of Subsection (1) and 

subsequently to cover the other claims, subject to the rules of priority recognised by law.

Section 4:46

1. A management company shall have a website.

2. The management company shall, where relevant, present information on the website in accordance with the 

individual collective investment schemes under its management.

3. The management company shall state the website address in the prospectus referred to in Section 4:49(1), in 

the half-yearly figures and in the annual report of the management company and the collective investment 

schemes under its management as referred to in Section 4:51(1) and (2).

4. Where the management company publishes information on its website that must be made available or supplied 

pursuant to this Act, or makes this information otherwise available in electronic form, it shall state on that 

occasion that a copy of that information will be supplied upon request and, where applicable, specify the costs 

attached to this.

Section 4:46a 

1. Whenever a collective investment scheme offers, sells, repurchases or redeems units, the management 

company shall determine the net asset value of the units and publish this value on its website without delay, 

stating the moment when the net asset value was determined. 

2. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from the obligation to publish the net asset value, if the applicant demonstrates that it 

cannot reasonably comply with this obligation and that the objectives which this obligation seeks to achieve are 

achieved in other ways. 

Section 4:47

1. A management company shall publish a proposal to amend the terms and conditions applicable between a 

collective investment scheme under its management and the unit holders in an advertisement in a national 

Dutch newspaper or announce it to each unit holder individually, as well as on its website. The management 

company shall explain the proposal to amend the terms and conditions on its website. When publishing the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

proposed amendment, the management company shall simultaneously notify the Authority for the Financial 

Markets of this.

2. A management company shall publish an amendment to the terms and conditions applicable between a 

collective investment scheme under its management and the unit holders in an advertisement in a national 

Dutch newspaper or announce it to each unit holder individually, as well as on its website. The management 

company shall explain the amendment to the terms and conditions on its website. When publishing the 

amendment, the management company shall simultaneously notify the Authority for the Financial Markets of 

this.

3. Where the amendment to the terms and conditions referred to in Subsection (2) entails a reduction of the unit 

holders’ rights or security or the imposition of charges on the unit holders, the amendment shall not be invoked 

towards the unit holders before three months have elapsed since the publication referred to in Subsection (2), 

and unit holders may withdraw under the usual terms and conditions during this period.

4. Where the amendment to the terms and conditions referred to in Subsection (2) entails a change to the 

investment policy of the collective investment scheme, the amendment shall not be implemented before three 

months have elapsed since the publication referred to in Subsection (2), and unit holders may withdraw under 

the usual terms and conditions during this period. 

5. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from the obligation referred to in Subsection (1), first sentence, or from the obligation 

referred to in Subsection (2), first sentence, if the applicant demonstrates that it cannot reasonably comply with 

this obligation and that the objectives which this obligation seeks to achieve are achieved in other ways. 

Section 4:48

1. A management company shall have a registration document available on its website that contains information 

about the management company, the collective investment schemes it manages or intends to manage and any 

depositaries associated with those schemes.

2. Rules shall be laid down by Decree as regards the minimum information to be included in the registration 

document.

3. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from Subsection (1), if the applicant demonstrates that it cannot reasonably comply with that 

subsection and that the objectives which Subsection (1) seeks to achieve are achieved in other ways.

Section 4:49

1. A management company shall have a prospectus available on its website with regard to each collective 

investment scheme under its management.

2. The prospectus shall contain at least the following information:

a. the information which investors need in order to form an opinion on the collective investment scheme and 

the costs and risks attached to it; 

b. a statement from the management company to the effect that the management company itself, the collective 

investment scheme and any depositary associated with it comply with the rules laid down by or pursuant to 

the Act, and that the prospectus complies with the rules laid down by or pursuant to the Act; 

c. a statement from an auditor, containing the latter’s name and office address, to the effect that the 

prospectus includes the information prescribed by this Act; 

d. the management company’s registration document as referred to in Section 4:48(1); and 

e. other information to be specified by Decree which must be included in the prospectus in a manner to be 

specified by or pursuant to a Decree. 

3. A management company shall update the information included in the prospectus as soon as there is reason to 

do so.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

4. The Authority for the Financial Markets may require that the prospectus be made available in one or more 

languages of its choice where this is necessary, in view of the proposed dissemination of the prospectus, for an 

adequate provision of information to the public.

5. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from Subsection (1) or (3), as well as from the provisions arising from Subsection (2), if the 

applicant demonstrates that it cannot reasonably comply with that subsection and that the objectives which 

Subsection (1) seeks to achieve are achieved in other ways.

6. Subsection (1) to (5) shall not apply to collective investment schemes whose units are transferable and are not 

repurchased or repaid either directly or indirectly out of the assets at the unit holders’ request.

Section 4:50

1. At least two weeks before units in a collective investment scheme under its management are offered, a 

management company shall provide the Authority for the Financial Markets with the following information for the 

purpose of entering the collective investment scheme in the register referred to in Section 1:107: 

a. the name and address of the management company; 

b. the name and address of the collective investment scheme; 

c. where applicable: the names of the persons determining the day-to-day policy of the investment company, 

the names of the persons determining or co-determining the policy of the investment company and the 

names of the persons belonging to a body responsible for supervising the policy and the general affairs of 

the investment company; 

d. the name and address of any depositary associated with the collective investment scheme; 

e. the manner in which units are repurchased and sold; 

f. a description of the investment policy of the collective investment scheme; 

g. any listing on a regulated market; 

h. the proposed date on which the units will be offered; and 

i. the fund regulations of a common fund where it concerns units in an enterprise for collective investment in 

transferable securities. 

2. The management company, when offering the units or making the written announcement that the units will be 

offered, shall make available free of charge the prospectus referred to in Section 4:49, the fund regulations or 

the articles of the collective investment scheme and, where published, the annual accounts of the collective 

investment scheme for the preceding two years and shall publish this information on its website. Every 

publication in which those units are offered shall specify the locations where the prospectus is available to the 

public.

3. Subsection (2) shall not apply to collective investment schemes whose units are transferable and are not 

repurchased or repaid either directly or indirectly out of the assets at the unit holder’s request.

Section 4:51

1. A management company, collective investment scheme or depositary shall, within four months of the end of the 

financial year, provide the Authority for the Financial Markets with annual accounts, an annual report and other 

information as referred to in Sections 361(1), 391(1) and 392(1)(a) to (h) respectively of Book 2 of the Dutch 

Civil Code.

2. A management company or collective investment scheme shall, within nine weeks of the end of the first half of 

the financial year, provide the Authority for the Financial Markets with half-yearly figures.

3. The management company, the collective investment scheme or the depositary shall compile the annual 

accounts, the annual report and the other information referred to in Subsection (1) and the half-yearly figures 

referred to in Subsection (2) in accordance with Title 9 of Book 2 of the Dutch Civil Code, with the exception of 

Section 403 of Book 2 of the Dutch Civil Code where it concerns a management company.

4. Rules shall be laid down by or pursuant to a Decree as regards the submission and the content of the annual 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

accounts, the annual report and the other information referred to in Subsection (1) and of the half-yearly figures 

referred to in Subsection (2).

5. Without prejudice to the provisions of Title 9 of Book 2 of the Dutch Civil Code, the Authority for the Financial 

Markets may, on application, whether or not for a fixed period, grant a full or partial dispensation from 

Subsections (1), (2) or (3) or from the provisions arising from Subsection (4), if the applicant demonstrates that it 

cannot reasonably comply with those provisions and that the objectives which this section seeks to achieve are 

achieved in other ways.

6. Subsection (1) to (5) shall not apply to collective investment schemes whose units are admitted to trading on a 

regulated market situated or operating in the Netherlands and are not repurchased or repaid either directly or 

indirectly out of the assets at the unit holders’ request.

Section 4:52

1. A management company, collective investment scheme or depositary shall publish the annual accounts, the 

annual report and the other information referred to in Section 4:51(1) within four months of the end of the 

financial year.

2. A management company or collective investment scheme shall publish the half-yearly figures referred to in 

Section 4:51(2) within nine weeks of the end of the first half of the financial year.

3. Rules shall be laid down by or pursuant to a Decree as regards the publication of the annual accounts, the 

annual report and the other information referred to in Subsection (1) and of the half-yearly figures referred to in 

Subsection (2).

4. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from Subsections (1) or (2) or from the provisions arising from Subsection (3), if the 

applicant demonstrates that it cannot reasonably comply with those provisions and that the objectives which this 

section seeks to achieve are achieved in other ways.

Section 4:52a 

At least once a year, an independent expert shall value the assets of a collective investment scheme that are not 

financial instruments admitted to trading on a regulated market, a multilateral trading facility or a system 

comparable with a regulated market or multilateral trading facility in a non-Member State. 

Section 4:53

Where the name used or to be used by a management company or a collective investment scheme may be 

confusing or misleading, the Authority for the Financial Markets may require the management company or the 

collective investment scheme: 

a. to change the name; or 

b. to add an explanatory statement to the name. 

Section 4:54

1. At the request of the Authority for the Financial Markets, an investment company managed by a management 

company whose licence has been withdrawn or an investment company whose licence has been withdrawn 

may be dissolved by the court.

2. At the request of the Authority for the Financial Markets, the capital of a common fund managed by a 

management company whose licence has been withdrawn may be wound up by one or more liquidators to be 

appointed by the court within a term to be specified by the court.

3. Furthermore, an investment company or the capital of a common fund may, at the request of the Authority for 

the Financial Markets, be dissolved by the court or wound up by one or more liquidators to be appointed by the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

court within a term to be specified by the court, if:

a. the licence of the management company of the collective investment scheme has changed to such an extent 

that that licence no longer covers the management of the common fund or the investment company; 

b. the collective investment scheme or its management company: 

 1°. has not engaged in any activities within a term of 12 months after its incorporation; 

 2°. has expressly made it known that the collective investment scheme will not engage in any activities; 

 3°. has discontinued its activities during a term of more than six months; 

 4°. has apparently ceased to be a collective investment scheme; 

 5°. fails to comply with this Act; or 

 6°. has failed to carry out an instruction as referred to in Section 1:75, or to do so satisfactorily. 

4. The dissolution referred to in Subsections (1) or (3) and the winding-up referred to in Subsections (2) or (3) shall 

not be implemented until the decision to withdraw or change the licence has become final and conclusive. 

Section 4:55

If a management company suspends the repurchase or redemption of units in a collective investment scheme 

under its management, it shall, without delay, notify the Authority for the Financial Markets and, where it concerns a 

management company of an enterprise for collective investment in transferable securities, the supervisory 

authorities of every Member State in which the units in the collective investment scheme are traded. 

Section 4:56

1. The assets of an enterprise for collective investment in transferable securities that is an investment company 

shall be held by a depositary unrelated to this enterprise. Derogations from this requirement shall be permitted, 

subject to conditions to be laid down by Decree.

2. Section 4:42, opening words and under (b) shall apply mutatis mutandis.

Section 4:57

A depositary of an enterprise for collective investment in transferable securities having its registered office in the 

Netherlands shall have its registered office in a Member State and, where it does not have its registered office in the 

Netherlands, a branch office situated in the Netherlands. 

Section 4:58

An enterprise for collective investment in transferable securities that is an investment company shall have a 

separate management company, unless the investment company has at least € 300,000 in equity capital. 

Section 4:59

1. A management company of an enterprise for collective investment in transferable securities shall have its 

registered office in the Netherlands.

2. The activities of the management company of an enterprise for collective investment in transferable securities 

shall be limited to managing collective investment schemes, portfolio management and providing ancillary 

services.

Section 4:60

1. The sole object of an enterprise for collective investment in transferable securities according to its articles of 

association or regulations shall be to invest, on the basis of the principle of risk diversification, in financial 

instruments to be designated by Decree. 

2. The units in an enterprise for collective investment in transferable securities shall be offered without restriction 

in the Netherlands and shall be repurchased or repaid either directly or indirectly out of the assets of the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

collective investment scheme at a unit holder’s request. 

3. An enterprise for collective investment in transferable securities shall have its registered office in the 

Netherlands. 

4. The activities of an enterprise for collective investment in transferable securities that is an investment company 

shall be limited to the management of its capital. 

5. An enterprise for collective investment in transferable securities may not amend its articles of association or 

regulations in such a way that it no longer complies with Subsections (1) to (4). 

6. An amendment of the articles of association or regulations as referred to in Subsection (5) shall be void. At the 

request of the Public Prosecution Service, the court shall appoint an administrator authorised to cancel the 

effects of the void act. 

7. In cancelling the effects of the void act, the administrator shall also act in the interest of the unit holders in the 

collective investment scheme.

Section 4:61

1. Further rules shall be laid down by Decree as regards the operations of and the provision of information by 

enterprises for collective investment in transferable securities, and rules shall be laid down by or pursuant to a 

Decree as regards the investments of enterprises for collective investment in transferable securities.

2. Provisions may be laid down by Decree to the effect that the Authority for the Financial Markets, in accordance 

with rules to be laid down on that occasion, may grant a dispensation from the provisions arising from 

Subsection (1) as regards the investments of enterprises for collective investment in transferable securities.

Section 4:62

1. A management company which offers units in the Netherlands in an enterprise for collective investment in 

transferable securities under its management that has its registered office in another Member State, shall make 

available in the Netherlands the data and documents relating to that enterprise for collective investment in 

transferable securities which it must publish in accordance with the rules laid down by the other Member State 

in the Dutch language or another language approved by the Authority for the Financial Markets.

2. The management company referred to in Subsection (1) shall see to the payments on or the repurchase or 

redemption of the units in the Netherlands, with due observance of the applicable Dutch statutory provisions.

4.3.1.5. Insurance

Section 4:63

1. A life insurer or funeral expenses and benefits in kind insurer shall ensure that an individual life insurance 

contract with a term of more than six months or a funeral expenses and benefits in kind insurance contract 

states expressly that the policyholder may cancel the insurance contract with immediate effect, either on paper 

or on another durable medium available and accessible to the insurer, within a period of 30 calendar days 

commencing on the day he was informed of the conclusion of the insurance contract.

2. The notification of the conclusion of the insurance contract referred to in Subsection (1) shall be made in writing 

or on another durable medium available and accessible to the policyholder within four weeks of the conclusion 

of the insurance contract.

3. The cancellation by the policyholder shall mean that the policyholder and the life insurer or funeral expenses 

and benefits in kind insurer respectively shall be released from all the obligations ensuing from this insurance 

contract with effect from the moment when the insurer receives this cancellation.

4. This section shall apply mutatis mutandis to contracts intended to accrue a fund to pay for the provision of the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

funeral of natural persons.

Section 4:64

Sections 4:65 to 4:69 shall not apply to: 

a. legal assistance insurers having their registered office in another Member State; 

b. legal assistance granted by an insurer, where this assistance concerns risks relating to the use of sea-going 

vessels; and 

c. legal assistance granted by an insurer as an ancillary risk in the Assistance sector in a State other than the 

State in which the insured person resides, insofar as: 

1°. this legal assistance forms part of an insurance contract only covering assistance; and 

2°. the contract states separately that the legal assistance cover is limited to the legal assistance in a State 

other than the State in which the insured person resides and is only ancillary to the assistance. 

Section 4:65 

1. A legal assistance insurer that operates exclusively in the Legal Assistance sector: 

a. shall organise its operations in such a way that the staff members who are engaged in legal assistance 

claims settlement or in providing legal advice with regard to that claims settlement do not simultaneously 

perform the same or similar activities for another insurer which has financial, commercial or administrative 

ties with the first insurer and which operates in a different sector; 

b. shall entrust the activities with regard to legal assistance claims settlement to a legally independent claims 

settlement office and specify this claims settlement office in the contract of legal assistance cover; or 

c. shall include in the contract of legal assistance cover a clause to the effect that the insured person, as soon 

as it is entitled to legal assistance under the insurance contract, may entrust the promotion of its interests to 

a lawyer or another expert of its choice that is competent by law. 

2. A legal assistance insurer that operates in another sector in addition to the Legal Assistance sector: 

a. shall entrust the activities with regard to legal assistance claims settlement to a legally independent claims 

settlement office and specify this claims settlement office in the contract of legal assistance cover; or 

b. shall include in the contract of legal assistance cover a clause to the effect that the insured person, as soon 

as it is entitled to legal assistance under the insurance contract, may entrust the promotion of its interests to 

a lawyer or another expert of its choice that is competent by law. 

3. A legal assistance insurer shall entrust activities with regard to legal assistance claims settlement only to a 

claims settlement office as referred to in Subsection (1)(b) and Subsection (2)(b) which organises its operations 

in such a way that the staff members and the members of the managing body who are engaged in legal 

assistance claims settlement or in providing legal advice with regard to that claims settlement do not 

simultaneously perform the same or similar activities for another sector of an insurer with which the claims 

settlement office has financial, commercial or administrative ties. 

Section 4:66

Where an insurance contract also covers risks of another sector, a legal assistance insurer shall ensure that the 

substance of the legal assistance cover is included in a separate contract or in a separate chapter of the contract. 

Section 4:67

1. A legal assistance insurer shall ensure that the contract of legal assistance cover stipulates expressly that the 

insured person is free to choose a lawyer or another expert competent by law if: 

a. a lawyer or other expert competent by law is requested to defend, represent or promote the interests of the 

insured person in court or administrative proceedings; or 

b. a conflict of interest arises. 

2. This section shall not apply to legal assistance insurers that have implemented Section 4:65(1)(c) or Section 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

4:65(2)(b). 

Section 4:68

1. A legal assistance insurer shall ensure that the contract of legal assistance cover expressly provides for 

arbitration proceedings or other proceedings providing guarantees similar in terms of objectivity to arbitration 

proceedings, in order to determine what line of conduct will be followed in the event of a difference of opinion 

between the insurer or the legally independent claims settlement office and the insured person in the settlement 

of the dispute regarding which the legal assistance insurance contract is invoked.

2. This section shall not apply to legal assistance insurers that have implemented Section 4:65(1)(c) or Section 

4:65(2)(b).

Section 4:69

1. A legal assistance insurer shall ensure that whenever a conflict of interest arises or there is a difference of 

opinion on the settlement of the dispute, the insured person is informed of the right referred to in Section 4:67 or 

of the possibility to conduct the proceedings referred to in Section 4:68.

2. This section shall not apply to legal assistance insurers that have implemented Section 4:65(1)(c) or Section 

4:65(2)(b).

Section 4:70

1. A non-life insurer that operates in the Motor Vehicle Liability sector from a place of business in the Netherlands: 

a. shall be a member of the agency referred to in Section 2(6) of the Motor Insurance Liability Act; 

b. shall fulfil its obligations towards the Dutch Motor Traffic Guarantee Fund (Waarborgfonds Motorverkeer) 

under Sections 24(1) and 24a(1) of the Motor Insurance Liability Act; 

c. shall fulfil its obligation to notify under Section 13(1) of the Motor Insurance Liability Act towards the 

government agency referred to in that subsection; and 

d. shall ensure that its conditions of insurance comply with the requirements laid down by the Motor Insurance 

Liability Act. 

2. A non-life insurer having its registered office in the Netherlands that operates in the Motor Vehicle Liability 

sector or a non-life insurer having its registered office in a non-Member State that operates in the Motor Vehicle 

Liability sector from a branch office situated in the Netherlands shall appoint a person as loss adjuster in each of 

the other Member States. The loss adjuster shall be responsible for handling and settling, on the non-life 

insurer’s behalf, claims of injured parties claiming compensation on account of facts which were caused by the 

participation in traffic of motor vehicles normally kept and insured in a Member State other than that in which the 

injured party resides, and which either occurred in a Member State other than that in which the injured party 

resides or in a non-Member State in which a national agency is active similar to the agency referred to in 

Section 2(6) of the Motor Insurance Liability Act.

3. The loss adjuster shall have its place of business in the Member State in which it is appointed. It shall handle 

and settle claims of injured parties as referred to in Subsection (2) in the official language or official languages 

of that Member State.

4. The loss adjuster shall not engage in the conduct of the business of an insurer on behalf of the non-life insurer. 

Nor shall it be regarded as a place of business of the non-life insurer within the meaning of Council Regulation 

(EC) No. 44/2001 of 22 December 2000 on jurisdiction and the recognition and enforcement of judgments in civil 

and commercial matters (OJEC L 12), or within the meaning of the Brussels Convention of 27 September 1968 

on jurisdiction and the enforcement of judgments in civil and commercial matters (OJEC C 27).

5. The non-life insurer referred to in Subsection (2) shall, within two weeks of commencing its operations in the 

Motor Vehicle Liability sector, inform the Information Centre referred to in Section 27b of the Motor Insurance 

Liability Act and the information centres in each of the other Member States of the name and address of the loss 

adjuster it has appointed in each Member State. The non-life insurer shall inform the information centres 

referred to in the first sentence within two weeks of any change in the name or address of the loss adjuster 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

concerned.

6. The non-life insurer of the party that caused the damage, this insurer’s loss adjuster or the agency referred to in 

Section 2(6) of the Motor Insurance Liability Act shall, within three months of the date on which an injured party 

submitted its claim for compensation, present:

a. a reasoned proposal for compensation where the liability is not contested and the extent of the damage has 

been established; or 

b. a reasoned reply to all the points of the request for compensation where the liability is contested or the full 

extent of the damage has not yet been established. 

Section 119 of Book 6 of the Dutch Civil Code shall apply. 

7. The non-life insurer referred to in Subsection (1), opening words shall, within two weeks of commencing its 

operations in the Motor Vehicle Liability sector, submit to the Authority for the Financial Markets a signed 

statement to the effect that its conditions of insurance comply with the requirements laid down by the Motor 

Insurance Liability Act. 

8. On application, the Authority for the Financial Markets may grant a dispensation from Subsections (1) or (2) to a 

non-life insurer that covers no liabilities to which the Motor Insurance Liability Act applies and only covers the 

risks of the Motor Vehicle Liability sector as ancillary risks. 

Section 4:71

1. A non-life insurer having its registered office outside the Netherlands that operates in the Motor Vehicle Liability 

sector by providing services to the Netherlands: 

a. shall be a member of the agency referred to in Section 2(6) of the Motor Insurance Liability Act; 

b. shall fulfil its obligations towards the Dutch Motor Traffic Guarantee Fund under Sections 24(1) and 24a(1) 

of the Motor Insurance Liability Act; 

c. shall fulfil its obligation to notify under Section 13(1) of the Motor Insurance Liability Act towards the 

government agency referred to in that subsection; 

d. shall ensure that its conditions of insurance comply with the requirements laid down by the Motor Insurance 

Liability Act; and 

e. shall have appointed as a loss adjuster a person that has its place of business in the Netherlands and that is 

responsible for handling and settling claims of injured parties as referred to in Section 1 of the Motor 

Insurance Liability Act on behalf of the non-life insurer. 

2. The loss adjuster shall have sufficient powers to represent the non-life insurer both in and out of court.

3. The non-life insurer shall, within two weeks of commencing the provision of services in the Motor Vehicle 

Liability sector, provide the Authority for the Financial Markets with the instrument of appointment of the loss 

adjuster showing the latter’s name, address and powers.

4. Rules shall be laid down by or pursuant to a Decree as regards:

a. the circumstances under which the loss adjuster ceases to be a loss adjuster; and 

b. the succession of the loss adjuster. 

5. The non-life insurer shall, within two weeks of commencing the provision of services in the Motor Vehicle 

Liability sector, submit to the Authority for the Financial Markets a signed statement to the effect that its 

conditions of insurance comply with the requirements laid down by the Motor Insurance Liability Act.

6. On application, the Authority for the Financial Markets may grant a dispensation from Subsection (1) to a nonlife insurer that covers no liabilities to which the Motor Insurance Liability Act applies and only covers the risks of 

the Motor Vehicle Liability sector as ancillary risks.

7. In the case of Community co-insurance, this section shall apply only to the non-life insurer acting as the first 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

non-life insurer.

Part 4.3.2. Performing advisory services

Section 4:72

1. An advisor that does not also offer the recommended financial product or does not also provide an investment 

service, perform brokerage services or act as an authorised agent or authorised sub-agent in respect of the 

recommended financial product, shall inform the consumer, or, where it concerns insurance, the client on the 

following matters prior to or at the time of issuing its advice: 

a. that it: 

1°. advises on the basis of an objective analysis; 

2°. has a contractual obligation exclusively to advise for one or more offerors, in which case it shall also 

inform the consumer or the client upon request of the names of these offerors; or 

3°. has no contractual obligation exclusively to advise for one or more offerors and does not advise on the 

basis of an objective analysis, in which case it shall also inform the consumer or the client upon request of 

the names of the offerors for which it advises or may advise; 

b. the manner in which it is remunerated; 

c. whether it owns a qualifying holding in a particular offeror; 

d. whether a particular offeror or a parent company of a particular offeror owns a qualifying holding in the 

advisor; and 

e. other matters, to be specified by Decree. 

2. An objective analysis as referred to in Subsection (1) shall be an analysis of an adequate number of similar 

financial products available on the market which enables the advisor to recommend a financial product that 

meets the needs of the consumer, or, where it concerns insurance, of the client.

3. Rules may be laid down by or pursuant to a Decree in respect of:

a. the form and manner in which the information referred to in Subsection (1) is to be supplied; 

b. the objective analysis; and 

c. the remuneration or fee for advising on financial products, in whatever form, and the payment method. 

4. Section 4:19(2) shall apply mutatis mutandis to the information supplied pursuant to Subsection (1).

5. Subsections (1) to (4) shall not apply to advisors involved in the insurance of major risks.

6. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from the provisions arising from Subsection (3), if the applicant demonstrates that it cannot 

reasonably comply with those provisions and that the objectives which this section seeks to achieve are 

achieved in other ways.

Part 4.3.3. Performing brokerage services

4.3.3.1. General provisions

Section 4:73

1. Before concluding a contract regarding a financial product, a broker shall inform the consumer, or, where it 

concerns insurance, the client, of the following matters: 

a. that it: 

1°. advises on the basis of an objective analysis; 

 2°. has a contractual obligation exclusively to perform brokerage services for one or more offerors, in which 

case it shall also inform the consumer or the client upon request of the names of these offerors; or 

3°. has no contractual obligation exclusively to perform brokerage services for one or more offerors and 

does not advise on the basis of an objective analysis, in which case it shall also inform the consumer or the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

client upon request of the names of the offerors for which it performs or may perform brokerage services; 

b. the manner in which it is remunerated; 

c. whether it owns a qualifying holding in a particular offeror; 

d. whether a particular offeror or a parent company of a particular offeror owns a qualifying holding in the 

broker; and 

e. other matters, to be specified by Decree. 

2. An objective analysis as referred to in Subsection (1) shall be an analysis of an adequate number of similar 

financial products available on the market which enables the broker to recommend a financial product that 

meets the needs of the consumer, or, where it concerns insurance, of the client.

3. Rules may be laid down by or pursuant to a Decree in respect of:

a. the form and manner in which the information referred to in Subsection (1) is to be supplied; 

b. the objective analysis; and 

c. the remuneration or fee for performing brokerage services in respect of financial products, in whatever form, 

and the payment method. 

4. Section 4:19(2) shall apply mutatis mutandis to the information supplied pursuant to Subsection (1).

5. Subsections (1) to (4) shall not apply to intermediaries involved in the insurance of major risks.

6. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from the provisions arising from Subsection (3), if the applicant demonstrates that it cannot 

reasonably comply with those provisions and that the objectives which this section seeks to achieve are 

achieved in other ways.

4.3.3.2. Credit

Section 4:74

1. A credit broker or a credit sub-broker is prohibited from demanding or accepting a remuneration or fee, in 

whatever form, or to charge any such remuneration or fee to a party other than the credit offeror or the credit 

broker for which the credit sub-broker performs brokerage services.

2. In order to promote due care in the performance of credit brokerage services, rules may be laid down by Decree 

as regards the remuneration or fee referred to in Subsection (1) and the payment method. 

3. Derogations from Subsection (1) shall be permitted, subject to rules to be laid down by Decree. 

4. Legal acts performed contrary to Subsection (1) shall be capable of annulment. 

4.3.3.3. Insurance 

Section 4:75 

1. An insurance broker shall have professional liability insurance or a comparable provision.

2. Rules may be laid down by or pursuant to a Decree as regards the professional liability insurance and the 

comparable provision.

3. The amount of cover under the professional liability insurance and the comparable provision shall be specified 

by ministerial regulation.

4. Subsections (1) to (3) shall not apply to:

a. insurance intermediaries that have been licensed by the Dutch Central Bank to conduct the business of a 

bank; 

b. insurance intermediaries that have been licensed by the Dutch Central Bank to conduct the business of an 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

insurer; 

c. insurance intermediaries as referred to in Section 2:81(2), insofar as the insurers for which they perform 

brokerage services have been licensed by the Dutch Central Bank to conduct the business of an insurer; 

and 

d. insurance intermediaries having their registered office in another Member State. 

5. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from the provisions arising from Subsection (2), if the applicant demonstrates that it cannot 

reasonably comply with those provisions and that the objectives which this section seeks to achieve are 

achieved in other ways. 

Part 4.3.4. Performing reinsurance brokerage services

Section 4:76

1. A reinsurance broker shall have professional liability insurance or a comparable provision.

2. Rules may be laid down by or pursuant to a Decree as regards the professional liability insurance and the 

comparable provision.

3. The amount of cover under the professional liability insurance and the comparable provision shall be specified 

by ministerial regulation.

4. Subsections (1) to (3) shall not apply to:

a. reinsurance intermediaries that have been licensed by the Dutch Central Bank to conduct the business of a 

bank; 

b. reinsurance intermediaries that have been licensed by the Dutch Central Bank to conduct the business of an 

insurer; and 

c. reinsurance intermediaries having their registered office in another Member State. 

5. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from the provisions arising from Subsection (2), if the applicant demonstrates that it cannot 

reasonably comply with those provisions and that the objectives which this section seeks to achieve are 

achieved in other ways. 

Part 4.3.5. Acting as a clearing institution

Section 4:77

1. The conditions applied by a clearing institution for admitting clients shall be objective and public.

2. A clearing institution shall conduct an adequate policy to prevent conflicts of interests between itself and its 

clients and among its clients.

3. A clearing institution shall ensure that its clients are treated fairly where a conflict of interest appears to be 

inevitable.

4. Further rules may be laid down by or pursuant to a Decree in respect of Subsections (1) and (2).

5. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from the provisions arising from Subsections (1) or (2), if the applicant demonstrates that it 

cannot reasonably comply with those provisions and that the objectives which that particular subsection seeks 

to achieve are achieved in other ways.

Section 4:78

1. Rules may be laid down by Decree as regards the supply of information by a clearing institution to the client 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

during the term of a contract.

2. Rules may be laid down by or pursuant to a Decree as regards the supply of information by a clearing institution 

to the Authority for the Financial Markets for the purpose of the supervision of compliance with this part.

Part 4.3.6. Acting as an authorised agent or authorised sub-agent

Section 4:79

1. The authorisation or sub-authorisation to be granted to an authorised agent or authorised sub-agent shall be 

granted in writing and shall be drawn up in accordance with a model to be specified by ministerial regulation. 

2. An authorisation may be restricted by the insurer granting the authorisation.

3. A sub-authorisation may be restricted both by the insurer granting the authorisation and by its authorised agent, 

as long as the authorised agent’s authorisation is valid. The sub-authorised agent shall not classify as a third 

party towards the insurer.

4. Restrictions of the authorisation or sub-authorisation may not be invoked against third parties. 

Section 4:80 

1. The termination of an authorised agent’s authorisation shall have no effect on third parties until the moment 

when the insurer or the authorised agent has notified the Authority for the Financial Markets of that termination 

and the Authority for the Financial Markets has amended the register referred to in Section 1:107.

2. Where an authorisation has been terminated, the insurer may entrust the authorised agent whose authorisation 

has lapsed with the management and fulfilment of the insurance portfolio put together by that agent. The insurer 

may also provide for the management and fulfilment of that portfolio in a different manner.

3. Sections 1:104(3) and 4:4(2) shall not apply to the authorised agent, if the insurer, in the case of termination of 

the authorisation, exercises the right referred to in Subsection (2) to provide for the management and fulfilment 

of the insurance portfolio put together by the authorised agent in a manner other than by entrusting the 

management and fulfilment to the authorised agent.

Section 4:81

1. The provisions of Section 4:80 in respect of an authorised agent shall apply mutatis mutandis to an authorised 

sub-agent.

2. For the purposes of Subsection (1), the insurer referred to in Section 4:80 shall also be understood to mean the 

authorised agent in its capacity of grantor of sub-authorisations.

Part 4.3.7. Providing investment services, performing investment activities and systematic internalisation

4.3.7.1. General provisions

Section 4:82

1. Sections 4:83, 4:84 and 4:87(2)(b) shall not apply to investment firms that have been licensed by the Dutch 

Central Bank to conduct the business of a bank, or that hold a supervisory status certificate granted by the 

Dutch Central Bank to conduct the business of a financial institution. Section 4:85(1) shall not apply to 

investment firms that have been licensed by the Dutch Central Bank to conduct the business of a bank. 

Section 4:83

1. At least two natural persons shall determine the day-to-day policy of an investment firm.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2. On application, the Authority for the Financial Markets may grant a dispensation from Subsection (1) to an 

investment firm that is a natural person and has taken measures which, in view of the nature and scope of its 

activities, are adequate to protect the interests of its clients in other ways.

3. Subsection (2) shall apply mutatis mutandis to legal persons and companies managed by a natural person.

Section 4:84

1. The persons determining the day-to-day policy of an investment firm having its registered office in the 

Netherlands shall perform their activities in that respect from the Netherlands. 

2. The persons determining the day-to-day policy of a branch office situated in the Netherlands of an investment 

firm having its registered office in a non-Member State shall perform their activities in that respect from that 

branch office. 

Section 4:85

1. An investment firm having its registered office in the Netherlands shall, within six months of the end of the 

financial year, provide the Authority for the Financial Markets with annual accounts, an annual report and other 

information as referred to in Sections 361(1), 391(1) and 392(1)(a) to (h) respectively of Book 2 of the Dutch 

Civil Code.

2. Insofar as the investment firm referred to in Subsection (1) is not subject to Title 9 of Book 2 of the Dutch Civil 

Code, that title shall apply mutatis mutandis to the annual accounts, the annual report and the other information 

referred to in Subsection (1).

3. Rules shall be laid down by or pursuant to a Decree as regards the manner in which the annual accounts, the 

annual report and the other information referred to in Subsection (1) will be provided.

4. An investment firm having its registered office in a non-Member State shall, within six months of the end of the 

financial year, provide the Authority for the Financial Markets with annual accounts and an annual report. 

Subsection (3) shall apply mutatis mutandis.

5. The annual accounts of the investment firm referred to in Subsection (4) shall be accompanied by a statement 

regarding the fair presentation, or by a statement equivalent to the statement regarding the fair presentation, 

issued by an auditor or by an expert competent to audit the annual accounts under the law of the State where 

the investment firm has its registered office.

6. Without prejudice to the provisions of Title 9 of Book 2 of the Dutch Civil Code, the Authority for the Financial 

Markets may, on application, whether or not for a fixed period, grant a full or partial dispensation from this 

section, if the applicant demonstrates that it cannot reasonably comply with this section and that the objectives 

which this section seeks to achieve are achieved in other ways.

Section 4:86

Rules may be laid down by or pursuant to a Decree as regards the supply of information by an investment firm to 

the Authority for the Financial Markets for the purpose of the supervision of compliance with this part. 

Section 4:87

1. An investment firm that holds financial instruments belonging to a client shall take adequate measures: 

a. to protect the client’s rights to those financial instruments; and 

b. to prevent the use by the investment firm of those financial instruments for its own account, except with the 

client’s express permission. 

2. An investment firm that holds funds belonging to a client shall take adequate measures: 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

a. to protect the client’s rights to those funds; and 

b. to prevent the use by the investment firm of those funds for its own account. 

3. Further rules may be laid down by or pursuant to a Decree in respect of: 

a. the measures to protect the client’s rights and to prevent the use of financial instruments or monies 

belonging to the client; and 

b. the manner in which the investment firm may obtain the client’s permission to use the client’s financial 

instruments for its own account. 

4. A tied agent may not hold financial instruments or monies belonging to a client. 

Section 4:88

1. An investment firm, including its directors, employees and tied agents or a person directly or indirectly affiliated 

to the investment firm through a control structure, shall conduct an adequate policy with regard to preventing 

and managing conflicts of interest between itself and its clients and among its clients.

2. An investment firm shall ensure that its clients are treated fairly where a conflict of interest appears to be 

inevitable. In that case, an investment firm – before doing business – shall inform its clients of the conflict of 

interest.

3. Rules may be laid down by or pursuant to a Decree as regards the policy referred to in Subsection (1) and 

informing the clients in case of a conflict of interest as referred to in Subsection (2).

4. Without prejudice to the provisions of Section 4:12(1)(c), an investment firm having its registered office in 

another Member State shall organise the operations of a branch office situated in the Netherlands in such a way 

that these operations are not contrary to Subsections (1) and (2).

5. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from the provisions arising from Subsection (3), if the applicant demonstrates that it cannot 

reasonably comply with those provisions and that the objectives which this section seeks to achieve are 

achieved in other ways.

Section 4:89

1. An investment firm shall open a file with regard to each client, containing documents describing the mutual 

rights and obligations of the investment firm and the client.

2. An investment firm shall conclude a contract with each client, which contract shall be recorded on paper or on 

another durable medium and be included in the file referred to in Subsection (1). This contract shall constitute 

the exclusive basis for the investment services which the investment firm provides to the client and shall in any 

event set out the mutual rights and obligations of the client and the investment firm.

3. Further rules shall be laid down by Decree as regards the content of the contract.

4. Subsections (2) and (3) shall not apply to the provision of investment services to professional investors.

5. The rights and obligations referred to in Subsections (1) and (2) may be described by means of a reference to 

other documents or pieces of legislation.

Section 4:89a 

1. A tied agent, when contacting the client about or prior to the provision of an investment service as referred to 

under (a), (d) and (e) of the definition of providing an investment service in Section 1:1, shall inform the client of 

the following matters: 

a. the capacity in which it is acting; 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

b. that it has a contractual obligation exclusively to act for an investment firm, whereby it shall also inform the 

client of the name of the investment firm; 

c. the manner in which it is remunerated; and 

d. other matters, to be specified by Decree. 

2. Rules may be laid down by or pursuant to a Decree in respect of: 

a. the form and manner in which the information referred to in Subsection (1) is to be supplied; and 

b. the remuneration or fee for providing the investment services, in whatever form, and the payment method. 

3. Section 4:19(2) shall apply mutatis mutandis to the information supplied pursuant to Subsection (1).

4. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from the provisions arising from Subsection (2), if the applicant demonstrates that it cannot 

reasonably comply with those provisions and that the objectives which this section seeks to achieve are 

achieved in other ways.

Section 4:90

1. An investment firm shall promote the interests of its clients in an honest, fair and professional manner when 

providing investment services or ancillary services, shall act in an honest, fair and professional manner when 

performing investment activities and shall refrain from actions that are detrimental to the integrity of the market.

2. Rules shall be laid down by Decree as regards the processing of orders and the payment or receipt of 

commission in providing investment services or ancillary services.

Section 4:90a 

1. When executing orders with regard to financial instruments for the account of clients, an investment firm shall 

take all reasonable measures to achieve the best possible result for these clients, taking account of the price of 

the financial instruments, the execution fees, the promptness, the probability of execution and settlement, the 

scope, the nature and all other aspects relevant to the execution of the order. In the event of a specific 

instruction from the client with regard to an order or a specific aspect of an order, an investment firm shall carry 

out that specific instruction.

2. In determining the relative weight of the factors listed in Subsection (1), the investment firm shall take the 

following aspects into consideration:

a. the features of the client, including the client’s classification in accordance with Section 4:18a; 

b. the features of the order; 

c. the features of the financial instruments to which the order relates; 

d. the features of the execution locations where the order may be executed. 

3. When executing an order for a non-professional investor, an investment firm shall determine the best possible 

result on the basis of the total consideration. The latter shall consist of the price of the financial instrument and 

the execution fees.

4. If the order execution policy of the investment firm specifies various execution locations where an order may be 

executed, the investment firm shall compare the results that would be achieved for the client if the order were 

executed at each of those execution locations. In making this comparison, the investment firm shall take 

account of its own commission and costs for executing the order at each of the eligible execution locations.

5. An investment firm shall not structure and charge its commission in such a way as to cause differences in 

commission, without such differences being related to actual differences in costs between different execution 

locations.

Section 4:90b
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. In order to fulfil the obligation referred to in Section 4:90a(1), an investment firm shall adopt adequate 

arrangements and monitor compliance with those arrangements. An investment firm shall in any case adopt a 

policy enabling it to achieve the best possible result as referred to in Section 4:90a(1) in executing client orders 

with regard to financial instruments, and shall apply this policy. 

2. The order execution policy referred to in Subsection (1) shall, for each class of financial instruments, contain 

information on the execution location and the factors affecting the choice of execution location. It shall specify in 

any event the execution locations that enable the investment firm to consistently achieve the best possible 

result in executing client orders.

3. An investment firm shall provide its clients with reliable information about its order execution policy. Where the 

order execution policy provides for the possibility to execute orders otherwise than on a regulated market or a 

multilateral trading facility, the investment firm shall inform its clients of this possibility.

4. The execution of an order with regard to a financial instrument shall only be commenced after the client’s 

consent has been obtained.

5. The execution of an order with regard to a financial instrument otherwise than on a regulated market or a 

multilateral trading facility shall only be commenced after the client’s consent has been obtained.

6. If a specific instruction is inconsistent with the order execution policy, the order shall not be executed or shall not 

be executed in accordance with that specific instruction. The order execution policy shall preclude the execution 

of an order contrary to specific instructions.

7. An investment firm shall monitor the effectiveness of its arrangements and order execution policy in order to 

identify and rectify shortcomings. Each year, it shall examine whether the execution locations specified in the 

order execution policy produce the best possible result for the client, or whether it must amend its execution 

arrangements. Such an assessment shall also be made whenever an essential change occurs in the 

investment firm’s options for always achieving the best possible result when executing orders from its clients at 

the execution locations specified in its execution policy.

8. An investment firm shall notify its clients of essential changes in its order execution arrangements or its order 

execution policy.

9. At a client’s request, an investment firm shall demonstrate to this client that it executed an order for the latter in 

accordance with the order execution policy, unless the order or a specific aspect of the order was executed in 

accordance with a specific instruction from the client.

10. Rules shall be laid down by Decree as regards the provision of information to non-professional investors about 

the order execution policy referred to in Subsection (3), first sentence.

Section 4:90c

1. An investment firm shall take all reasonable measures to achieve the best possible result for its clients, taking 

account of the factors listed in Section 4:90(1) and the relative weight of these factors determined on the basis 

of the criteria listed in Section 4:90a(2) and (3), in: 

a. placing orders with regard to financial instruments with third parties when implementing decisions relating to 

portfolio management; 

b. forwarding client orders with regard to financial instruments to third parties for execution. 

In the event of a specific instruction from the client with regard to an order or a specific aspect of an order, an 

investment firm shall place or forward the order in accordance with that specific instruction. 

2. The investment firm shall adopt a policy enabling it to comply with Subsection (1) and shall apply this policy. 

The policy shall, for all categories of financial instruments, specify the third parties with which the orders are 

placed or to which the investment firm forwards the orders for execution. The specified third parties must have 

order execution arrangements enabling the investment firm to fulfil its obligations under this section when 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

placing or forwarding orders with or to these third parties for execution. 

3. The investment firm shall provide its clients with sufficient information about the policy adopted in accordance 

with Subsection (2).

4. Each year, the investment firm shall assess the policy adopted in accordance with Subsection (2), checking in 

particular the quality of the execution of client orders by the third parties specified in that policy and rectifying 

any shortcomings in the policy where necessary. Such an assessment shall also be made whenever an 

essential change occurs in the investment firm’s options for always achieving the best possible result for its 

clients.

Section 4:90d

1. An investment firm shall apply procedures and arrangements that guarantee an immediate, fair and prompt 

execution of client orders with regard to financial instruments in relation to orders from other clients or the 

dealing positions of the investment firm itself. These procedures or arrangements shall enable the investment 

firm to execute comparable client orders in the order in which they were received.

2. If a client limit order with regard to shares admitted to trading on a regulated market is not executed immediately 

because of the market conditions, the investment firm shall, without delay, disclose the relevant client limit order 

in such a way that other market participants can easily obtain knowledge of this order, unless the client 

expressly instructs otherwise.

3. On application, the Authority for the Financial Markets may grant a dispensation from Subsection (2) if the limit 

order is of considerable size in comparison with the normal market size.

4. Rules shall be laid down by Decree as regards the procedures and arrangements referred to in Subsection (1).

Section 4:90e

1. An investment firm shall retain all relevant data regarding the transactions in financial instruments it conducted 

for a minimum period of five years.

2. Where it concerns transactions conducted for the account of clients, the information to be retained shall in any 

event comprise data on the identity of the client and data that must be provided pursuant to Directive 

2005/60/EC of the European Parliament and of the Council of 26 October 2005 on the prevention of the use of 

the financial system for the purpose of money laundering and terrorist financing (OJEU L 309).

3. An investment firm that has conducted transactions in financial instruments admitted to trading on a regulated 

market shall disclose the details of these transactions to the Authority for the Financial Markets as soon as 

possible and by the end of the following working day at the latest.

4. Disclosures as referred to in Subsection (3) shall contain the data to be specified by Decree.

5. Disclosures as referred to in Subsection (3) may be made by a third party acting on behalf of the investment 

firm, an order matching or reporting system accepted by the Authority for the Financial Markets, the regulated 

market or the multilateral trading facility whose systems are used to carry out the transaction. In that case, the 

investment firm shall be deemed to have complied with Subsection (3).

6. On application, the Authority for the Financial Markets shall decide to accept an order matching or reporting 

system if the applicant demonstrates that the transaction reporting arrangements under that system comply with 

Article 12(1) of the Regulation implementing the Markets in Financial Instruments Directive. The Authority for the 

Financial Markets may revoke its acceptance decision.

7. The Authority for the Financial Markets shall send the details it has obtained to: 

a. the supervisory authority of the most relevant market for these financial instruments in terms of liquidity; and 

b. the supervisory authority of the home Member State of the investment firm if the latter has its registered 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

office in another Member State, unless that supervisory authority has indicated that it does not wish to 

receive this information. 

8. Provisions may be laid down by Decree to the effect that Subsection (3) will apply mutatis mutandis to financial 

instruments not admitted to trading on a regulated market. 

Section 4:91

Where an investment firm that is a member of or participant in a regulated market that has been licensed in 

accordance with Section 5:26(1), is obliged under the rules to be applied pursuant to Section 5:27(1) to cooperate 

in the monitoring of compliance with those rules by providing personal data as referred to in the Personal Data 

Protection Act (Wet bescherming persoonsgegevens), the investment firm shall not require the consent of the person 

to whom the personal data relates in order to provide this data. 

4.3.7.2. Operating a multilateral trading facility

Section 4:91a 

1. An investment firm operating a multilateral trading facility shall adopt transparent, non-discretionary rules and 

procedures that guarantee fair and orderly trading, and shall lay down objective criteria for the efficient 

execution of orders.

2. The rules and procedures referred to in Subsection (1) shall in any event be understood to mean rules and 

procedures for a healthy management of the technical operation of the system and effective precautionary 

measures to eliminate risks relating to system breakdowns.

3. The investment firm shall adopt transparent rules with regard to the criteria used in determining which financial 

instruments can be traded via its system.

4. The investment firm shall ensure access to sufficient public information to enable the users of its trading facility 

to form an investment opinion, taking account of the nature of the users as well as the categories of negotiable 

financial instruments.

5. Using objective criteria, the investment firm shall adopt and enforce transparent rules for access to the 

multilateral trading facilities, which rules shall satisfy the conditions of Section 5:32c.

6. The investment firm shall properly inform the users of the multilateral trading facility about their respective 

responsibilities in the context of the settlement of the transactions carried out via this facility.

7. The investment firm shall take the necessary measures to promote the efficient settlement of the transactions 

carried out in accordance with the systems of the multilateral trading facility.

8. Where securities admitted to trading on a regulated market are traded on a multilateral trading facility without 

the issuer’s consent, this issuer shall not be subject to any obligation as regards the provision of information in 

respect of that multilateral trading facility.

9. The investment firm shall, without delay, follow an instruction issued by the Authority for the Financial Markets 

pursuant to Section 4:4b to suspend, interrupt or cancel trading in particular financial instruments or to exclude a 

financial instrument from trading.

Section 4:91b

1. An investment firm operating a multilateral trading facility shall adopt effective arrangements and procedures 

with regard to this trading facility and shall enforce these arrangements and procedures in order to check on a 

regular basis whether its users observe its rules. 

2. The investment firm shall monitor the transactions conducted by the users of the multilateral trading facility via 

its systems, so that it will be able to identify violations of the arrangements and procedures referred to in the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

preceding subsection, as well as trading conditions disrupting the orderly operation of the market or actions 

indicative of market abuse.

3. The investment firm shall report serious violations as referred to in Subsection (2) to the Authority for the 

Financial Markets.

4. The investment firm shall, without delay, supply the applicable information to the Authority for the Financial 

Markets, the Public Prosecution Service or investigating officers competent under the Economic Offences Act, 

and shall fully cooperate with the Authority for the Financial Markets, the Public Prosecution Service or these 

investigating officers in their investigation or prosecution of actions indicative of market abuse that have 

occurred in or via its systems.

Section 4:91c

1. An investment firm operating a multilateral trading facility shall disclose the bid and offer prices issued via its 

systems and the size of the market at these prices in respect of shares admitted to trading on a regulated 

market.

2. The investment firm shall ensure that the information referred to in Subsection (1) is continuously available to 

the public on reasonable commercial terms and conditions and during the normal trading hours of that 

multilateral trading facility.

3. On application, the Authority for the Financial Markets may grant a dispensation from Subsection (1) if the 

multilateral trading facility complies with Articles 18 to 20 of the Regulation implementing the Markets in 

Financial Instruments Directive.

4. Provisions may be laid down by Decree to the effect that Subsections (1) to (3) will apply mutatis mutandis with 

regard to financial instruments other than shares.

5. Subsection (1) shall not apply to units in a collective investment scheme that are repurchased or repaid either 

directly or indirectly out of the assets at the unit holder’s request.

Section 4:91d

1. An investment firm operating a multilateral trading facility shall disclose the price, scope and moment of the 

transactions in shares admitted to trading on a regulated market that were conducted via the systems of this 

trading facility.

2. The investment firm shall disclose the information referred to in Subsection (1) on reasonable commercial terms 

and conditions and within a timeframe as close as possible to real time.

3. Subsection (2) shall not apply to information about transactions on a multilateral trading facility that are 

disclosed in accordance with the systems of a regulated market.

4. On application, the Authority for the Financial Markets may permit the investment firm to delay the disclosure 

referred to in Subsection (1) on the basis of the type or scope of the transaction, if:

a. it has agreed to the proposed provisions for the delayed disclosure; and 

b. the investment firm supplies clear information on those provisions to the market participants and the investor 

public. 

5. Provisions may be laid down by Decree to the effect that Subsections (1) to (4) will apply mutatis mutandis with 

regard to financial instruments other than shares.

6. Subsection (1) shall not apply to units in a collective investment scheme that are repurchased or repaid either 

directly or indirectly out of the assets at the unit holder’s request. 

Section 4:91e
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or partial 

dispensation from this section if the applicant demonstrates that the interests which this part seeks to protect are 

sufficiently protected in other ways. 

4.3.7.3. Systematic internalisation

Section 4:91f

This section shall not apply to investment firms that conduct the business of an investment firm operating as a 

systematic internaliser only with regard to transactions whose scope exceeds the standard market size. 

Section 4:91g 

1. An investment firm operating as a systematic internaliser shall determine the price for which it is prepared to 

carry out a transaction in shares admitted to trading on a regulated market which it internalises systematically 

and for which there is a liquid market, and shall disclose this price on reasonable commercial terms and 

conditions and in such a way that it is easily accessible.

2. An investment firm operating as a systematic internaliser shall, upon request, inform its clients of the price of 

shares for which there is no liquid market.

3. The investment firm may determine the transaction volume to which a fixed price applies, and shall disclose this 

information on reasonable commercial terms and conditions and in such a way that it is easily accessible.

4. The fixed price of a share shall comprise a bid or offer price and the corresponding transaction volume. If the 

investment firm does not determine the transaction volume to which a fixed price applies, the price shall 

comprise the bid or offer prices for a transaction volume not exceeding the standard market size for the class of 

shares to which the share belongs. The prices shall reflect the prevailing market situation for the share 

concerned.

5. Provisions may be laid down by Decree to the effect that Subsections (1) to (4) will apply mutatis mutandis with 

regard to financial instruments other than shares.

6. Subsection (1) shall not apply to units in a collective investment scheme that are repurchased or repaid either 

directly or indirectly out of the assets at the unit holder’s request.

Section 4:91h

At least once a year, the Authority for the Financial Markets shall determine for each share for which the 

Netherlands is the most relevant market in terms of liquidity, as referred to in Section 4:90e(5)(a), the class of 

shares to which the share belongs and shall disclose this information. 

Section 4:91i

An investment firm operating as a systematic internaliser shall update the prices determined pursuant to Section 

4:91g on a regular and continuous basis during normal trading hours. 

Section 4:91j

1. An investment firm operating as a systematic internaliser shall, with due observance of Sections 4:90a and 

4:90b, execute orders which it receives from a non-professional client with regard to the shares it internalises 

systematically at the price it determined at the moment when it received the order. 

2. An investment firm operating as a systematic internaliser shall execute an order which it receives from a 

professional client with regard to the shares it internalises systematically at the price it determined at the 

moment when it received the order. In derogation from the first sentence, the investment firm may execute this 

order at a price more favourable for the client, if: 

a. the price falls within a disclosed price range that approximates the prevailing market situation referred to in 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 4:91g(4); and 

b. the scope of the order exceeds the customary order volume of a non-professional investor. 

3. In derogation from Subsection (2), first sentence, an investment firm operating as a systematic internaliser may 

execute an order which it receives from a professional client at a price different from the prices it has 

determined, if this concerns a transaction with regard to various securities or if this concerns an order to which 

special conditions are attached.

4. Where an investment firm operating as a systematic internaliser which has disclosed only one fixed price or 

which has determined and disclosed prices of which the highest applies to a transaction volume lower than the 

standard market size, receives an order from a client whose volume is larger than the volume relating to the 

fixed price, but smaller than the standard market size, it may, without prejudice to Subsection (2), second 

sentence and Subsection (3), execute the portion of the order that exceeds the volume relating to the fixed price 

at the price it has determined.

5. Where an investment firm operating as a systematic internaliser has disclosed the prices it has determined for 

various transaction volumes and executes an order whose volume lies between those volumes, it shall do so, 

without prejudice to Sections 4:90a and 4:90b and Subsection (2), second sentence and Subsection (3), at one 

of the prices determined for those volumes.

Section 4:91k

1. An investment firm operating as a systematic internaliser shall grant investors access to its internalisation 

system on the basis of objective and non-discriminatory criteria.

2. An investment firm operating as a systematic internaliser may refuse only on commercial grounds to establish or 

sever business relations with an investor that satisfies the criteria referred to in Subsection (1).

4.3.7.4. Other provisions on supply of post-trade information by investment firms

Section 4:91l 

1. An investment firm that conducts a transaction in shares admitted to trading on a regulated market otherwise 

than on a regulated market or a multilateral trading facility, shall disclose the price, scope and moment of the 

transaction carried out.

2. The investment firm shall disclose the information referred to in Subsection (1) within a timeframe as close as 

possible to real time and on reasonable commercial terms and conditions, in such a way that this information is 

easily accessible.

3. Provisions may be laid down by Decree to the effect that Subsection (1) will apply mutatis mutandis with regard 

to financial instruments other than shares.

4. Subsection (1) shall not apply to units in a collective investment scheme that are repurchased or repaid either 

directly or indirectly out of the assets at the unit holder’s request.

Part 4.3.8. Relationship between financial enterprises

4.3.8.1. Relationship between offeror, (sub-)broker and authorised (sub-)agent

Section 4:92

1. With the exception of Section 4:93, the provisions arising from this section with regard to the relationship 

between an offeror and a broker shall apply mutatis mutandis to: 

a. the relationship between an authorised agent and a broker; 

b. the relationship between an authorised sub-agent and a broker; and 

c. the relationship between a broker and a sub-broker. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2. The provisions of this section with regard to the relationship between an offeror and an authorised agent shall 

apply mutatis mutandis to: 

a. the relationship between an authorised agent and an authorised sub-agent; and 

b. the relationship between an authorised sub-agent and another authorised sub-agent to which it has granted 

a sub-authorisation. 

Section 4:93

1. An offeror shall ensure that a broker as referred to in Section 2:81(2) through which it concludes contracts with 

consumers or, where it concerns insurance, clients, complies with the provisions arising from this Act.

2. Rules may be laid down by Decree as regards the manner in which the offeror ensures that the broker complies 

with the provisions arising from this Act.

3. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from the provisions arising from Subsection (2), if the applicant demonstrates that it cannot 

reasonably comply with those provisions and that the objectives which this section seeks to achieve are 

achieved in other ways.

Section 4:94

1. An offeror which for the first time concludes a contract regarding a financial product through a particular broker 

shall only do so after it has ascertained that the broker, in providing brokerage services in respect of that 

financial product, does not act in contravention of the prohibition referred to in Section 2:80(1), and that no 

prohibition as referred to in Sections 1:58(2) or 4:4(1) has been imposed on the broker.

2. The offeror shall check, once every 12 months and where it receives signals in the course of its normal 

operations that raise doubts on this point, whether the broker through which the offeror concludes contracts 

regarding financial products or which assists it in the administration and performance of a credit or insurance 

contract, acts in contravention of the prohibition referred to in Section 2:80(1) in respect of this activity and 

whether a prohibition as referred to in Sections 1:58(2) or 4:4(1) has been imposed on the broker in respect of 

this activity.

3. Where the broker referred to in Subsection (2) acts in contravention of the prohibition referred to in Section 

2:80(1), or a prohibition as referred to in Sections 1:58(2) or 4:4(1) has been imposed on the broker, the offeror 

shall cease concluding contracts regarding financial products through the broker. The broker may assist the 

offeror in the administration and performance of credit or insurance contracts already concluded, insofar as the 

broker is permitted to fulfil contracts under Sections 1:104(3) or 4:4(2).

Section 4:95

1. An offeror shall only grant an authorisation after it has ascertained that the authorised agent does not act in 

contravention of the prohibition referred to in Section 2:92(1) and that no prohibition as referred to in Section 

4:4(1) has been imposed on the authorised agent.

2. The offeror shall check, once every 12 months and where it receives signals in the course of its normal 

operations that raise doubts on this point, whether the authorised agent acts in contravention of the prohibition 

referred to in Section 2:92(1) and whether a prohibition as referred to in Section 4:4(1) has been imposed on the 

authorised agent.

3. Where the authorised agent referred to in Subsection (2) acts in contravention of the prohibition referred to in 

Section 2:92(1), or a prohibition as referred to in Section 4:4(1) has been imposed on the authorised agent, the 

offeror shall cancel the authorisation. The offeror may entrust the authorised agent with the management and 

fulfilment of the insurance portfolio put together by that agent, insofar as the authorised agent is permitted to 

fulfil contracts under Sections 1:104(3) or 4:4(2). 

Section 4:96
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. Where a broker receives signals in the course of its normal operations that an offeror for which it performs 

brokerage services in offering that financial product acts in contravention of a prohibition laid down in Chapter 

2.2 on conducting a business or providing a financial service without an appropriate licence, or that a prohibition 

as referred to in Sections 1:58(2) or 4:4(1) has been imposed on the offeror, it shall cease performing brokerage 

services for the offeror, except where the offeror is permitted to fulfil contracts under Section 1:104(3) or Section 

4:4(2).

2. Where an authorised agent receives signals in the course of its normal operations that an offeror for which it 

acts as an authorised agent acts in contravention of a prohibition laid down in Chapter 2.2 on conducting a 

business or providing a financial service without an appropriate licence, or that a prohibition as referred to in 

Sections 1:58(2) or 4:4(1) has been imposed on the offeror, it shall cease acting as an authorised agent for the 

offeror, except where the offeror is permitted to fulfil contracts under Sections 1:104(3) or 4:4(2).

Section 4:97

1. Where an offeror finds in the course of its normal operations that a broker or an authorised agent infringes the 

provisions arising from Sections 4:9, 4:10, 4:15 or 4:75, the offeror shall, without delay, report the observed 

infringement to the Authority for the Financial Markets.

2. Where an offeror finds in the course of its normal operations that a broker or an authorised agent systematically 

infringes the provisions arising from this Act, with the exception of the provisions arising from Sections 4:9, 4:10, 

4:15 or 4:75, the offeror shall, without delay, report the observed infringements to the Authority for the Financial 

Markets.

3. Further rules may be laid down by Decree as regards the cases in which the offeror reports an infringement as 

referred to in Subsections (1) and (2). Further rules may be laid down by or pursuant to a Decree as regards the 

manner in which the offeror reports an infringement.

Section 4:98

The party that reported an infringement pursuant to Section 4:97 shall not be liable for damage sustained by a third 

party as a result of that report, unless it is demonstrated that no such report should reasonably have been made in 

view of all the facts and circumstances. 

Section 4:99

1. Financial enterprises shall enable each other to comply with the provisions arising from this part, insofar as they 

depend upon each other in that respect.

2. Further rules may be laid down by or pursuant to a Decree as regards the cases and the manner in which 

financial enterprises enable each other to comply with this part.

3. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from the provisions arising from Subsection (2), if the applicant demonstrates that it cannot 

reasonably comply with those provisions and that the objectives which this section seeks to achieve are 

achieved in other ways.

4.3.8.2. Relationship between investment firms themselves and between investment firms and tied agents

Section 4:100

1. An investment firm that for the first time provides an investment service as referred to under (a), (b) or (d) of the 

definition of providing an investment service in Section 1:1 to another investment firm, or provides an investment 

service to clients introduced by another investment firm, shall only do so after it has ascertained that the other 

investment firm does not act in contravention of the prohibition referred to in Section 2:96(1) or that no 

prohibition as referred to in Sections 1:58(2) or 4:4(1) has been imposed on the other investment firm.

2. The investment firm shall check, once every 12 months and where it receives signals in the course of its normal 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

operations that raise doubts on this point, whether the other investment firm acts in contravention of the 

prohibition referred to in Section 2:96(1) and whether a prohibition as referred to in Sections 1:58(2) or 4:4(1) 

has been imposed on the other investment firm.

3. Where the other investment firm referred to in Subsection (1) acts in contravention of the prohibition referred to 

in Section 2:96(1), or a prohibition as referred to in Sections 1:58(2) or 4:4(1) has been imposed on the other 

investment firm, the investment firm shall cease providing investment services to the other investment firm or to 

clients introduced by the other investment firm from the moment it becomes aware of that contravention or that 

prohibition.

Section 4:100a 

1. An investment firm that provides investment services as referred to under (a), (d) or (e) of the definition of 

providing an investment service in Section 1:1 through a tied agent shall take adequate measures to prevent 

any negative effects that other activities of the tied agent, to which this Act does not apply, may have on the 

activities of the tied agent concerned which it performs for the account of the investment firm.

2. Rules may be laid down by Decree as regards the manner in which the investment firm ensures that the tied 

agent complies with the provisions arising from this Act.

3. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from the provisions arising from Subsection (2), if the applicant demonstrates that it cannot 

reasonably comply with those provisions and that the objectives which this section seeks to achieve are 

achieved in other ways.

Section 4:100b

1. An investment firm that intends for the first time to provide investment services as referred to under (a), (d) of (e) 

of the definition of providing an investment service in Section 1:1 through a particular tied agent, shall only do so 

after the investment firm has reported the tied agent to the Authority for the Financial Markets, and the Authority 

for the Financial Markets has entered the tied agent in the register referred to in Section 1:107.

2. The investment firm shall check, once every 12 months and where it receives signals in the course of its normal 

operations that raise doubts on this point, whether the tied agent through which it provides investment services 

as referred to under (a), (d) of (e) of the definition of providing an investment service in Section 1:1 acts in 

contravention of the provisions arising from this Act in respect of this activity.

3. Where the tied agent referred to in Subsection (2) acts in contravention of the provisions arising from this Act, 

the investment firm shall cease providing investment services through the tied agent.

Section 4:100c

Where a tied agent receives signals in the course of its normal operations that an investment firm for whose 

account it provides investment services as referred to under (a), (d) or (e) of the definition of providing an 

investment service in Section 1:1, acts in contravention of a prohibition laid down in Chapter 2.2 on conducting a 

business or providing a financial service without an appropriate licence, or that a prohibition as referred to in 

Sections 1:58(2), 1:104(3) or 4:4(1) has been imposed on the investment firm, it shall cease providing investment 

services for the account of the investment firm, except where it concerns investment services regarding which the 

investment firm is permitted to fulfil contracts under Section 1:58(2) or Section 4:4(2). 

Section 4:100d

1. Where an investment firm finds in the course of its normal operations that a tied agent which it has reported to 

the Authority for the Financial Markets as referred to in Section 2:97(5)(b) infringes the provisions arising from 

this Act, the investment firm shall, without delay, report the observed infringement to the Authority for the 

Financial Markets.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2. Rules may be laid down by Decree as regards the cases in which the investment firm reports an infringement as 

referred to in Subsection (1). Further rules may be laid down by or pursuant to a Decree as regards the manner 

in which the investment firm reports an infringement.

Section 4:100e

1. The party that reported an infringement pursuant to Section 4:100d shall not be liable for damage sustained by a 

third party as a result of that report, unless it is demonstrated that no such report should reasonably have been 

made in view of all the facts and circumstances. 

4.3.8.3. Relationship between financial enterprises with regard to insurance-related financial services

Section 4:101

The provisions of this section with regard to the relationship between an insurer and a broker shall apply mutatis 

mutandis to: 

a. the relationship between an authorised agent and a broker; 

b. the relationship between an authorised sub-agent and a broker; and 

c. the relationship between a broker and a sub-broker. 

Section 4:102

An insurance contract that was concluded through a broker or transferred to a broker’s portfolio shall belong to the 

portfolio of that broker in the relationship with the insurer concerned as long as the insurance contract has not been 

transferred from that portfolio. 

Section 4:103

1. An insurer shall not transfer all or part of a broker’s portfolio to the portfolio of another broker without the 

consent of the former broker or its legal successors.

2. In derogation from Subsection (1), the insurer shall, at the written request of a client, transfer the latter’s 

insurance contract from the portfolio of a broker to that of another broker, unless the insurer has well-founded 

objections against that broker.

3. Subsections (1) and (2) shall apply mutatis mutandis if an insurer transfers an insurance contract to its own 

portfolio.

4. The insurer shall, at the written request of a broker, lend its cooperation to the full or partial transfer of that 

broker’s portfolio to another broker, unless the insurer has well-founded objections against that broker.

Section 4:104 

1. Unless it is agreed otherwise, or the broker has undertaken towards the insurer to pay premiums and costs in 

respect of the insurance as if they were its own debt, the broker shall collect the premiums on the insurer’s 

behalf. The broker shall at all times be accountable and responsible to the insurer for this collection of 

premiums.

2. Unless agreed otherwise between an insurer and a broker, the insurer may determine that the broker may no 

longer collect premiums, if:

a. the broker is no longer listed in the register referred to in Section 1:107; 

b. the broker seriously neglects the collection of premiums; 

c. the broker fails to hand over premiums it collected on the insurer’s behalf to the insurer in a timely fashion; 

or 

d. the broker has committed acts which justify the fear that it will not meet its obligations ensuing from the 

collection of premiums. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

3. In cases where the collection of premiums by a broker ends pursuant to Subsection (2), the insurer shall take 

over this collection. 

5. Market Conduct Supervision

Chapter 5.1. Rules on offering securities

Part 5.1.1. Introductory provision

Section 5:1

For the purposes of the provisions arising from this chapter, the following terms shall have the following meaning: 

a. offering securities to the public: making a sufficiently specific offer addressed to more than one person as 

referred to in Section 217(1) of Book 6 of the Dutch Civil Code to conclude a contract to purchase or 

otherwise acquire securities, or issuing an invitation to make an offer on such securities; 

b. offeror: the party offering securities to the public; 

c. offering programme: programme creating the possibility of offering non-equity securities or securities as 

referred to under (d)(2°) of the same category or class during a specified period, in a continuous or repeated 

manner; 

d. equity security: 

1°. negotiable share issued by a legal person, company or institution, or another negotiable instrument or 

right considered equivalent; 

2°. any other negotiable instrument issued by a legal person, company or institution through which another 

equity security as referred to under (1°) may be acquired by exercising the right attached to this instrument 

or by converting or exchanging this instrument, if the negotiable instrument was issued by the legal entity, 

company or institution which also issued the equity security to be acquired, or by a group company affiliated 

to the issuer in a group; 

e. non-equity security: security that is not an equity security, to be divided into the following categories: 

1°. negotiable instrument issued by a legal person, company or institution through which another security 

may be acquired by exercising the right attached to this instrument or by converting or exchanging this 

instrument, and which was not issued by the legal entity, company or institution which also issued the equity 

security to be acquired, or by a group company affiliated to the issuer in a group; 

 2°. negotiable instrument issued by a legal person, company or institution which entitles its holder to a 

monetary settlement by exercising the right attached to this instrument; 

 3°. any other security that is not an equity security. 

Section 5:1a 

1. The provisions arising from this chapter shall not apply to money market instruments with a term of less than 12 

months.

2. This chapter shall not apply to offering to the public or having admitted to trading on a regulated market units in 

a collective investment scheme that are repurchased or repaid either directly or indirectly out of the assets at 

the unit holder’s request.

Part 5.1.2. Prohibition and exceptions

Section 5:2

No party may offer securities to the public in the Netherlands or have securities admitted to trading on a regulated 

market situated or operating in the Netherlands, unless a prospectus is generally available in respect of the offer or 

admission which has been approved by the Authority for the Financial Markets or by a supervisory authority of 

another Member State. 

Section 5:3
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. Section 5:2 shall not apply to offering securities to the public, if: 

a. the securities are offered exclusively to qualified investors; 

b. the securities are offered to fewer than 100 persons other than qualified investors; 

c. the securities on offer can only be acquired for an equivalent value of at least € 50,000 per investor; 

d. the denomination per security is at least € 50,000; or 

e. the total equivalent value of the offer of securities to the public is less than € 10,000, which limit is calculated 

over a period of 12 months. 

2. Furthermore, the prohibition referred to in Section 5:2 shall not apply to offering the following categories of 

securities to the public: 

a. shares or depositary receipts for shares which were issued in substitution for shares or depositary receipts 

for shares of the same category or class already issued, if the issuance of those new instruments does not 

involve any increase in the issued capital; 

b. securities which are offered in connection with a takeover through a public exchange offer, if a document is 

generally available which contains information equivalent to the information included in the prospectus; 

c. securities which are offered or allotted or are to be allotted in connection with a merger or section, if a 

document is generally available which contains information equivalent to the information included in the 

prospectus; 

d. shares or depositary receipts for shares which are offered or allotted or are to be allotted to shareholders 

free of charge, and dividends which are distributed in the form of shares or depositary receipts for shares of 

the same category or class as the instruments regarding which the dividends are distributed, if a document 

is made available which contains information on the number of instruments on offer, the features of the 

instruments, the reasons for and the details of the offer; or 

e. securities which are offered or allotted or are to be allotted by an employer whose securities are already 

admitted to trading on a regulated market, or by a legal person, company or institution affiliated to that 

employer in a group, to present or former directors, present or former supervisory board members or 

present or former employees, if a document is made available which contains information on the number of 

securities on offer, the features of the securities, the reasons for and the details of the offer. 

Section 5:4 

Section 5:2 shall not apply to the admission to trading on a regulated market situated or operating in the 

Netherlands of: 

a. shares or depositary receipts for shares which, viewed over a period of 12 months, represent less than ten 

percent of the number of shares or depositary receipts for shares of the same category or class already 

admitted to trading on the same regulated market situated or operating in the Netherlands; 

b. shares or depositary receipts for shares which were issued in substitution for shares or depositary receipts 

for shares of the same category or class already admitted to trading on the same regulated market, and 

whose issuance does not involve any increase in the issued capital; 

c. securities which are offered in connection with a takeover through a public exchange offer, if a document is 

available which contains information equivalent to the information included in the prospectus; 

d. securities which are offered or allotted or are to be allotted in connection with a merger or section, if a 

document is available which contains information equivalent to the information included in the prospectus; 

e. shares or depositary receipts for shares which are or have been offered or are to be allotted to shareholders 

free of charge, or are distributed as dividends in the form of shares or depositary receipts for shares of the 

same category or class as the instruments regarding which they are distributed, if these instruments are of 

the same category or class as the instruments already admitted to trading on the same regulated market 

and a document is made available which contains information on the number of instruments on offer, the 

features of the instruments, the reasons for and the details of the offer; 

f. securities which are offered or allotted or are to be allotted by an employer, or by a legal person, company or 

institution affiliated to that employer in a group, to its present or former directors, present or former 

supervisory board members or present or former employees, if those securities are of the same category or 

class as the securities already admitted to trading on the same regulated market and a document is made 

available which contains information on the number of securities on offer, the features of the securities, the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

reasons for and the details of the offer; 

g. shares or depositary receipts for shares ensuing from the conversion or exchange of other securities or from 

the exercise of rights attached to other securities, if those shares or depositary receipts for shares are of the 

same category or class as the shares or depositary receipts for shares already admitted to trading on the 

same regulated market; or 

h. securities already admitted to trading on another regulated market, if: 

1°. those securities, or securities of the same category or class, have been admitted to trading on that other 

regulated market for a period of more than 18 months; 

2°. where it concerns securities which were first admitted to trading on a regulated market after the 

Prospectus Directive entered into force, an approved prospectus was issued at the time of admission to 

trading on that other regulated market which was made generally available in conformity with Section 

5:21; 

3°. the prospectus for those securities, if these were first officially listed after 30 June 1983, was approved in 

accordance with Directive 80/390/EEC of the European Parliament and of the Council of 17 March 1980 

coordinating the requirements for the drawing up, scrutiny and distribution of the listing particulars to be 

published for the admission of securities to official stock exchange listing (OJEC L 100) or Directive 

2001/34/EC of the European Parliament and of the Council of 28 May 2001 on the admission of 

securities to official stock exchange listing and on information to be published on those securities (OJEC 

L 184), unless the provisions under (2°) apply; 

4°. the applicable obligations for trading on that other regulated market have been fulfilled; 

5°. the person asking for the admission of securities to trading on a regulated market makes a summary 

note generally available in a language accepted by the Authority for the Financial Markets; 

6°. the summary note is made generally available in the manner referred to in Section 5:21; and 

7°. the content of the summary note complies with Section 5:14 and the summary note states where the 

most recent prospectus can be obtained and where the issuer makes the financial information available 

pursuant to its ongoing information requirements. 

Section 5:5

An exemption from this chapter may be granted by ministerial regulation. 

Part 5.1.3. Offering securities to the public and admitting securities to trading on a regulated market

5.1.3.1. Power of approval

Section 5:6

1. The Authority for the Financial Markets is authorised to approve a prospectus where the issuer has its 

registered office in the Netherlands and it concerns an offer of securities to the public or the admission of 

securities to trading on a regulated market: 

a. in the Netherlands or in another Member State of equity securities; 

b. in the Netherlands of non-equity securities as referred to in Section 5:1(e)(1°) and (2°); 

c. in the Netherlands or in another Member State of non-equity securities as referred to in Section 5:1(e)(3°) 

with a denomination per security of less than € 1,000; or 

d. in the Netherlands of non-equity securities as referred to in Section 5:1(e)(3°) with a denomination per 

security of at least € 1,000. 

2. The Authority for the Financial Markets is also authorised to approve a prospectus where it concerns an offer of 

securities to the public or the admission of securities to trading on a regulated market: 

a. of equity securities or non-equity securities as referred to in Section 5:1(e)(3°) with a denomination per 

security of less than € 1,000: 

1°. in the Netherlands by an issuer having its registered office in a non-Member State; 

 2°. in the Netherlands or in another Member State by an issuer having its registered office in a non-Member 

State, if the approval of the Authority for the Financial Markets was sought at the time of an earlier offer of 

those securities to the public or the admission of those securities to trading on a regulated market; or 

3°. in the Netherlands or in another Member State by an issuer having its registered office in a non-Member 

State, if another party sought the approval of a supervisory authority of another Member State at the time of 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

an earlier offer of those securities to the public or the admission of those securities to trading on a regulated 

market, and the issuer seeks the approval of the Authority for the Financial Markets in respect of the offer of 

those securities to the public or the admission of those securities to trading on a regulated market; 

b. of non-equity securities as referred to in Section 5:1(e)(1°) and (2°) or non-equity securities as referred to in 

Section 5:1(e)(3°) with a denomination per security of at least € 1,000: 

1°. in another Member State by an issuer having its registered office in the Netherlands; 

2°. in the Netherlands by an issuer having its registered office in a non-Member State; or 

3°. in the Netherlands or in another Member State by an issuer having its registered office in a non-Member 

State. 

3. Where Subsection (1), opening words and under (c) or (d), or Subsection (2) concerns non-equity securities 

whose denomination is not in euros, the denomination of the securities shall be converted into euros for the 

purposes of the limits specified in those provisions, whereby a converted value of almost € 1,000 shall be 

equated with € 1,000. 

Section 5:7

The Authority for the Financial Markets is also authorised to approve a prospectus where a supervisory authority of 

another Member State that is competent to approve the prospectus has requested the Authority for the Financial 

Markets to approve the prospectus and the Authority for the Financial Markets has agreed to do so. 

Section 5:8

1. Where the Authority for the Financial Markets is authorised to approve a prospectus pursuant to Section 5:6(1) 

or (2), it may request a supervisory authority of another Member State to take a decision regarding the approval 

of the prospectus. Where that authority agrees to do so, the Authority for the Financial Markets shall decide to 

disregard the application and shall notify the applicant of this. From the moment of the notification, the Authority 

for the Financial Markets shall no longer be authorised to approve the prospectus.

2. The Authority for the Financial Markets shall notify the applicant and Our Minister within three working days of a 

request it has made pursuant to Subsection (1).

3. Where the supervisory authority of the other Member State has agreed to take a decision regarding the 

approval of the prospectus, the Authority for the Financial Markets shall, without delay, forward the documents 

relating to the application to that authority.

5.1.3.2. Approval of the prospectus

Section 5:9 

1. The Authority for the Financial Markets shall approve a prospectus if it complies with: 

a. Sections 5:13 to 5:19; and 

b. Articles 3 to 23, 25, 26, with the exception of 26(5), and 28 of the Prospectus Regulation. 

2. The Authority for the Financial Markets may, if it is authorised under Sections 5:6 or 5:7, grant approval of the 

prospectus to an issuer having its registered office in a non-Member State if: 

a. that issuer has drawn up the prospectus in accordance with the legislation of the State where it has its 

registered office; 

b. that issuer has drawn up the prospectus in conformity with international standards, including disclosure 

standards, set by international organisations of securities commissions; and 

c. the ongoing information requirements regarding the issuer’s business, including information of a financial 

nature, are equivalent to the requirements of the Prospectus Directive. 

3. The meaning of the term ‘equivalent’ as referred to in Subsection (2)(c) may be specified by Decree. 

Section 5:9a 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. Having received an application for approval, the Authority for the Financial Markets shall inform the applicant of 

its decision regarding the approval within ten working days.

2. The period referred to in Subsection (1) shall not exceed 20 working days where it concerns a securities issuer 

of which no securities have yet been offered to the public or admitted to trading on a regulated market.

3. If the documents submitted by the applicant are incomplete, or additional information is required under Articles 

3, third paragraph, 22(1), third paragraph, 23(1) or (3), second paragraph of the Prospectus Regulation in order 

to assess the assets and liabilities, financial position, profits and losses or prospects of the issuer or the rights 

and obligations attached to the securities, the Authority for the Financial Markets shall notify the applicant of this 

within the period referred to in Subsection (1) or, where applicable, Subsection (2) and shall provide it with the 

opportunity to supplement the application within a specified period. If the applicant fails to supplement the 

application within the specified period, the Authority for the Financial Markets may decide to disregard the 

application.

4. If the Authority for the Financial Markets has provided the applicant with the opportunity to supplement the 

application in accordance with Subsection (3), first sentence, the periods referred to in Subsections (1) and (2) 

shall recommence from the moment when the applicant supplied the additional information.

5. Section 4:5 of the General Administrative Law Act shall not be applicable. 

Section 5:10

1. Where the Authority for the Financial Markets has approved a prospectus, it shall, on application of the issuer or 

the person responsible for drawing up the prospectus, issue to the supervisory authorities of every other 

Member State where the securities concerned are offered to the public or where the admission of those 

securities to trading on a regulated market is sought, a notification to the effect that the prospectus was drawn 

up in accordance with the Prospectus Directive, as well as a copy of the approved prospectus. On request, the 

notification shall be accompanied by a translation of the summary note.

2. The Authority for the Financial Markets shall issue the notification referred to in Subsection (1) and the copy of 

the approved prospectus within three working days of having received the application. If the application is made 

before approval has been granted, the Authority for the Financial Markets shall issue the notification within one 

working day of the approval being granted.

3. Where applicable, the notification referred to in Subsection (1) shall also state that the Authority for the Financial 

Markets, with due observance of Section 5:18(3) and (4), has allowed certain information not to be included in 

the prospectus, as well as the reasons for such omission. 

4. Subsections (1) to (3) shall apply mutatis mutandis to a document approved by the Authority for the Financial 

Markets to supplement the prospectus as referred to in Section 5:23. 

5.1.3.3. Scope of a prospectus approved in another Member State

Section 5:11

1. An issuer, offeror or person asking for the admission of securities to trading on a regulated market that has a 

prospectus approved by a supervisory authority of another Member State, may offer the securities concerned to 

the public in the Netherlands or have them admitted to trading on a regulated market situated or operating in the 

Netherlands, if the Authority for the Financial Markets has received a notification to the effect that the 

prospectus was drawn up in accordance with the Prospectus Directive and a copy of the approved prospectus 

from the supervisory authority of that other Member State.

2. Where applicable, the notification referred to in Subsection (1) shall state that Article 8(2) or (3) of the 

Prospectus Directive or the legislation of a Member State implementing that Directive has been applied, and the 

reasons for such application.

5.1.3.4. Procedure for drawing up the prospectus and the data to be included in the prospectus
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 5:12

Sections 5:13 to 5:18, 5:20 and 5:21 shall apply exclusively to offers of securities to the public and admissions of 

securities to trading on a regulated market regarding which the Authority for the Financial Markets is competent to 

approve the prospectus under Sections 5:6 or 5:7. 

Section 5:13

1. The prospectus shall contain all data which is necessary, in view of the nature of the issuer and of the securities 

offered to the public or admitted to trading on the regulated market, in order to enable investors to make an 

informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the 

issuer and of any guarantor, and of the rights and obligations attached to such securities, including the data 

referred to in Articles 3 to 23 of the Prospectus Regulation and the annexes pertaining to those articles.

2. The data referred to in Subsection (1) shall not be contradictory or inconsistent with other information in the 

possession of the Authority for the Financial Markets as regards the issuer, offeror or person asking for the 

admission of securities to trading on the regulated market, and shall be presented in a format that is 

comprehensible to a reasonably informed and carefully acting person.

Section 5:14

1. The summary note shall, in a succinct manner and in language comprehensible to a reasonably informed and 

carefully acting person, convey the essential features and risks associated with the issuer, any guarantor and 

the securities, in the language in which the prospectus was originally drawn up.

2. The summary note shall contain a warning that:

a. the summary note must be read as an introduction to the prospectus; 

b. any decision to invest in the securities must be based on consideration of the prospectus as a whole by the 

investor; 

c. where a claim relating to the information contained in the prospectus is brought before a court, the claimant 

might, under the national legislation of the Member States, have to bear the costs of translating the 

prospectus before the legal proceedings are initiated; and 

d. civil liability attaches to those persons who have tabled the summary note, including any translation thereof, 

and applied for a notification as referred to in Section 5:10(1), but only if the summary note is misleading, 

inaccurate or inconsistent when read together with the other parts of the prospectus. 

Section 5:15

1. The prospectus shall be drawn up in: 

a. a single document which, in addition to a summary note that complies with Section 5:14, shall at least 

contain the data referred to in Section 5:13(1); or 

b. the following three separate documents: 

1°. a registration document containing information about the issuer; 

2°. a securities note containing information about the securities offered to the public or regarding which an 

application for admission to trading on a regulated market is submitted; and 

 3°. a summary note that complies with Section 5:14. 

2. An issuer which has a registration document that forms part of a prospectus already approved shall only draw 

up a new securities note and a summary note if securities are offered to the public or admitted to trading on a 

regulated market.

3. Where a change or a recent, significant development has occurred after the approval of the most up-to-date 

registration document or of any supplement to the prospectus in accordance with Section 5:23 which might 

affect the assessment of the offer by the investor, the securities note referred to in Subsection (2) shall contain 

the data that must be stated in a registration document. Together with the registration document referred to in 

Subsection (2), the securities note and the summary note shall constitute a new prospectus.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 5:16

1. An issuer, offeror or person asking for the admission of securities to trading on a regulated market may draw up 

the prospectus in the form of a base prospectus which, where applicable, contains the information referred to in 

Sections 5:13 and 5:14, where it concerns: 

a. non-equity securities offered or issued under an offering programme; or 

b. non-equity securities offered or issued in a continuous or repeated manner by credit institutions, if: 

1°. the sums deriving from the offer or admission of the securities are placed, in accordance with the 

applicable statutory provisions, in assets which provide sufficient coverage for the liabilities deriving from the 

said securities until their maturity date; and 

2°. in the event of insolvency of the credit institution involved, the said sums are intended, as a priority, to 

repay the capital and interest falling due, without prejudice to the provisions of Directive 2001/24/EC of the 

European Parliament and of the Council of 4 April 2001 on the reorganisation and winding up of credit 

institutions (OJEC L 125). 

2. If the issuer has not included the final terms of an offer of securities to the public in the base prospectus or in a 

supplement to the prospectus, it shall, on the occasion of every offer of securities to the public or admission of 

securities to trading on a regulated market, make these final terms generally available and file them with the 

Authority for the Financial Markets without delay, where possible prior to the start of the offer of securities to the 

public or the admission of securities to trading on a regulated market. Section 5:18(1) shall thereby apply 

mutatis mutandis. 

Section 5:17

1. Where the prospectus incorporates information by reference, reference shall be made to documents made 

generally available previously or simultaneously with the prospectus that have been approved by the Authority 

for the Financial Markets, or, where applicable, by a competent supervisory authority of another Member State, 

in accordance with the Prospectus Directive or Titles IV or V of Directive 2001/34/EC of the European 

Parliament and of the Council of 28 May 2001 on the admission of securities to official stock exchange listing 

and on information to be published on those securities (OJEC L 184), or have been filed with the Authority for 

the Financial Markets or the supervisory authority of another Member State. 

2. The information to which the prospectus refers shall be the latest information made generally available by the 

issuer.

3. The summary note shall not incorporate information by reference.

4. Where the prospectus incorporates information by reference, a cross-reference list shall be provided in order to 

enable investors to identify easily specific items of information.

Section 5:18

1. Where the issuer or the offeror fails to mention in the prospectus the final price or exchange ratio at which the 

securities will be offered to the public and the final number of securities which will be offered, the prospectus 

shall state the criteria or the conditions based on which this data will be determined, or a maximum price if no 

final price is stated.

2. The issuer or the offeror shall file with the Authority for the Financial Markets the information regarding the final 

price at which the securities will be offered to the public and the final number of securities to be offered, and 

shall make this information generally available in accordance with Section 5:21(3).

3. The Authority for the Financial Markets may authorise the omission from the prospectus of certain information to 

be included pursuant to this chapter or the Prospectus Regulation, if:

a. disclosure of such information would be contrary to the public interest; 

b. disclosure of such information would be seriously detrimental to the issuer, and the omission would not be 

likely to mislead the public with regard to facts and circumstances essential for an informed assessment of 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

the issuer, the offeror, the person asking for the admission of securities to trading on a regulated market, or, 

where appropriate, the guarantor, and of the rights attached to the securities to which the prospectus 

relates; or 

c. such information is of minor importance, is intended only for a specific offer of securities to the public or 

admission of securities to trading on a regulated market and is not such as will influence the assessment of 

the financial position and prospects of the issuer, offeror, person asking for the admission of securities to 

trading on a regulated market, or, where appropriate, the guarantor. 

4. Where the information to be included in the prospectus pursuant to Articles 3 to 22 of the Prospectus Regulation 

is inappropriate to the issuer’s sphere of activity or legal form, or to the securities to which the prospectus 

relates, the prospectus shall contain information equivalent to the required information where such information is 

available to the issuer, without prejudice to the adequate information of investors. 

Section 5:19

1. A prospectus concerning an offer of securities to the public in the Netherlands or the admission of securities to 

trading on a regulated market situated or operating in the Netherlands which the Authority for the Financial 

Markets is authorised to approve, shall be drawn up in Dutch or in a language customary in the sphere of 

international finance, irrespective of whether those securities are also offered in other Member States.

2. A prospectus concerning an offer of securities to the public in the Netherlands or the admission of securities to 

trading on a regulated market situated or operating in the Netherlands which a supervisory authority of another 

Member State is authorised to approve, shall be drawn up in Dutch or in a language customary in the sphere of 

international finance. If the prospectus has been drawn up in a language other than Dutch, the Authority for the 

Financial Markets may require that the summary note be translated into Dutch. 

3. A prospectus concerning an offer of securities to the public in another Member State or the admission of 

securities to trading on a regulated market situated or operating in another Member State which the Authority 

for the Financial Markets is authorised to approve, shall be drawn up in Dutch or in a language customary in the 

sphere of international finance.

4. A prospectus concerning the admission of non-equity securities whose denomination per unit amounts to at 

least € 50,000 to trading on a regulated market situated or operating in another Member State which the 

Authority for the Financial Markets is authorised to approve, or concerning the admission of non-equity 

securities whose denomination per unit amounts to at least € 50,000 to trading on a regulated market situated 

or operating in the Netherlands which the supervisory authority of another Member State is authorised to 

approve, shall be drawn up in a language accepted by the Authority for the Financial Markets and the 

supervisory authority of the other Member State or in a language customary in the sphere of international 

finance.

5.1.3.5. Advertisements, general availability of the prospectus and validity of the prospectus

Section 5:20

1. An issuer, offeror or person asking for the admission of securities to trading on a regulated market shall ensure 

that an advertisement relating to the offer of securities to the public or to the admission of securities to trading 

on a regulated market: 

a. states that a prospectus has been or will be made generally available and where the prospectus can be 

obtained; and 

b. is recognisable as an advertisement and contains information that is not inaccurate or misleading and is 

consistent with the information contained or to be included in the prospectus. 

2. An issuer, offeror or person asking for the admission of securities to trading on a regulated market shall make 

no disclosures in oral or written form concerning the offer of securities to the public or the admission of 

securities to trading on the regulated market that are inconsistent with the information contained in the 

prospectus.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

3. An issuer, offeror or person asking for the admission of securities to trading on a regulated market shall 

incorporate the essential information addressed to qualified investors and other persons, including information 

disclosed in the context of meetings relating to offers of securities to the public or admissions of securities to 

trading on a regulated market that is relevant to the assessment of the assets and liabilities, financial position, 

profits and losses and prospects of the issuer and of the rights and obligations attached to the securities, in the 

prospectus or in a supplement to the prospectus in accordance with Section 5:23.

4. If, pursuant to Sections 5:3, 5:4 or 5:5 or, where applicable, pursuant to the law of another Member State, no 

prospectus needs to be made generally available in respect of an offer of securities to the public or an 

admission of securities to trading on a regulated market, the provisions of Subsections (1) to (3) shall not apply 

and the information referred to in Subsection (3) shall be supplied to the parties to which the offer of securities 

to the public is addressed.

Section 5:21

1. Following the approval by the Authority for the Financial Markets, the prospectus may be made generally 

available by the issuer, offeror or person asking for the admission of securities to trading on a regulated market. 

The prospectus shall be made generally available within a reasonable term prior to and no later than at the start 

of the offer of securities to the public or the admission of the securities concerned to trading on the regulated 

market. 

2. In the event of an initial public offer or admission to trading on a regulated market of securities as referred to in 

Section 5:1(d)(1°) not yet admitted to trading on a regulated market that are to be admitted to trading on a 

regulated market for the first time, the offeror or person asking for the admission of securities to trading on a 

regulated market shall make the prospectus generally available at least six working days before the end of the 

offer or the admission.

3. The issuer, offeror or person asking for the admission of securities to trading on a regulated market shall make 

the prospectus generally available:

a. by publication in a national daily newspaper in the Member State in which the offer of securities to the public 

is made or the admission to trading on the regulated market is sought; 

b. in a printed form, to be obtained free of charge at the offices of the operator of the market where the 

securities are admitted to trading, or at the offices of the issuer and at the offices of the investment firm that 

places the securities or is otherwise involved in establishing transactions in the securities concerned; 

c. in an electronic form on the issuer’s website and, where applicable, on the website of the investment firm 

that places the securities or is otherwise involved in establishing transactions in the securities concerned; 

d. in an electronic form on the website of the operator of the market where the admission of the securities to 

trading is sought; or 

e. in an electronic form on the website of the Authority for the Financial Markets, if the latter offers this service. 

4. If the prospectus has been drawn up in the manner referred to in Section 5:15(1)(b), the various constituent 

documents of the prospectus may be made available separately in the manner stipulated in Subsection (3). 

Each document made available separately shall indicate where the other constituent documents of the 

prospectus may be obtained.

5. The text and format of the prospectus made generally available or the supplements to the prospectus shall at all 

times be identical to the text and format of the prospectus approved by the Authority for the Financial Markets.

6. Where the prospectus has been made generally available in electronic form only, the issuer, offeror or person 

asking for the admission of securities to trading on a regulated market or the securities institution shall provide a 

paper copy of the prospectus free of charge to anyone who so requests.

7. Where the prospectus incorporates information by reference within the meaning of Section 5:17, the documents 

to which reference is made may be made available separately, without prejudice to the provisions of 

Subsections (1) to (5). Each document made available separately shall indicate where the other constituent 

documents of the prospectus may be obtained.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 5:22

1. A prospectus shall be valid for a period of 12 months after it was made generally available for offers of 

securities to the public or for admissions of securities to trading on a regulated market, provided that, where 

applicable, the prospectus is supplemented by the documents required pursuant to Section 5:23.

2. In the case of an offering programme, the base prospectus previously filed shall be valid for a period of up to 12 

months after it was made generally available.

3. In the case of the non-equity securities referred to in Section 5:16(1)(b), the base prospectus shall be valid from 

the date it was made generally available until no more of the securities concerned are issued in a continuous or 

repeated manner.

4. A previously filed registration document as referred to in Section 5:15(1)(b)(1°) shall be valid for a period of up 

to 12 months after it was made generally available, provided that it has been updated in accordance with 

Section 5:23. The registration document accompanied by the securities note, updated where applicable in 

accordance with Section 5:15(3), and the summary note shall be considered to constitute a valid prospectus. 

5.1.3.6. Information requirements after the approval of the prospectus

Section 5:23

1. If a significant new development occurs in relation to the information contained in the approved prospectus 

between the time when the prospectus is approved and the time when trading in the securities concerned on a 

regulated market situated or operating in the Netherlands begins or the offer of the securities concerned to the 

public in the Netherlands is closed, or a material mistake or inaccuracy is found in the prospectus that may 

affect the assessment of the securities, the issuer, offeror or person asking for the admission of the securities to 

trading on a regulated market shall draw up a supplement to the prospectus.

2. The supplement referred to in Subsection (1) shall require the approval of the Authority for the Financial Markets 

or of a supervisory authority of another Member State.

3. If the Authority for the Financial Markets has approved a prospectus pursuant to Sections 5:6 or 5:7, it shall be 

competent to approve a supplement to the prospectus. The Authority for the Financial Markets shall take its 

decision regarding the approval of the supplement within seven working days of having received the supplement 

and shall, without delay, inform the applicant of its decision. Following its approval by the Authority for the 

Financial Markets, the supplement shall constitute part of the prospectus.

4. Where necessary, the issuer, offeror or person asking for the admission of the securities to trading on the 

regulated market shall supplement the summary note referred to in Section 5:14, and any translation thereof, by 

the new information included in the supplement to the prospectus.

5. The supplement to the prospectus referred to in Subsection (1) shall be made generally available in accordance 

with Section 5:21(3).

6. Where a supplement to the prospectus has been made generally available in respect of an offer of securities to 

the public in the Netherlands, a party which concluded a contract regarding the purchase or acquisition of those 

securities or made an offer to conclude a contract regarding the purchase or acquisition of those securities shall 

have the right to cancel the contract or withdraw the offer within two working days after the publication of that 

supplement.

7. Where a supplement to the prospectus has been made generally available in respect of an admission of 

securities to trading on a regulated market situated or operating in the Netherlands, the right referred to in 

Subsection (6) may also be exercised by a party which concluded a contract regarding the purchase or 

acquisition of those securities.

8. Where a prospectus has been approved by the Authority for the Financial Markets and the securities regarding 

which the prospectus has been approved are offered to the public or admitted to trading on a regulated market 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

in another Member State, the Authority for the Financial Markets shall comply with a request from the 

supervisory authority of that other Member State to have a supplement to the prospectus drawn up.

Section 5:24

1. An issuer whose securities have been admitted to trading on a regulated market situated or operating in the 

Netherlands shall make a document generally available at least once a year. 

2. The document referred to in Subsection (1) shall contain or refer to: 

a. the information drawn up and made generally available by the issuer during the 12 months preceding the 

publication of the annual accounts with due observance of the Fourth Directive 78/660/EEC of the European 

Parliament and of the Council of 25 July 1978 based on Article 54(3)(g) of the Treaty on the annual accounts 

of certain types of companies (OJEC L 222), the Consolidated Accounts Directive, Directive 2001/34/EC of 

the European Parliament and of the Council of 28 May 2001 on the admission of securities to official stock 

exchange listing and on information to be published on those securities (OJEC L 184) and Regulation (EC) 

No. 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of 

international accounting standards (OJEC L 243); and 

b. the other information which the issuer made generally available during the 12 months preceding the 

publication of the annual accounts pursuant to statutory regulations of any State on the supervision of the 

securities trade. 

3. Where the issuer incorporates information by reference in the document referred to in Subsection (1), it shall 

indicate where and in what manner that information may be obtained.

4. Each year, an issuer whose securities are admitted to trading on a regulated market and whose prospectus 

concerning the admission of those securities has been approved by the Authority for the Financial Markets shall 

file a document to be made generally available with the Authority for the Financial Markets after the publication 

of its annual accounts.

5. Subsections (1) to (4) shall not apply to issuers of which only non-equity securities have been offered whose 

denomination per unit amounts to at least € 50,000.

6. Subsection (4) shall apply mutatis mutandis to issuers whose securities were admitted to trading on a regulated 

market before the entry into force of the Act of 23 June 2005 amending the Act on the Supervision of the 

Securities Trade 1995 (Wet toezicht effectenverkeer 1995) implementing Directive 2003/71/EC of the European 

Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are 

offered to the public or admitted to trading and amending Directive 2001/34/EC (OJEU L 345), and 

implementing Commission Regulation (EC) No. 809/2004 of 29 April 2004 implementing Directive 2003/71/EC 

of the European Parliament and of the Council as regards information contained in prospectuses as well as the 

format, incorporation by reference and publication of such prospectuses and dissemination of advertisements 

(OJEU L 149), and whose prospectus the Netherlands Authorities for the Financial Markets would have been 

competent to approve pursuant to Section 5:6, if the admission had occurred after that entry into force.

5.1.3.7. Supplementary powers of the Authority for the Financial Markets in connection with offers of 

securities 

Section 5:25

1. The Authority for the Financial Markets may apply Section 1:75(1) mutatis mutandis in respect of an issuer, 

offeror or person asking for the admission of securities to trading on a regulated market, if that issuer, offeror or 

person does not comply with the provisions arising from this chapter or the Prospectus Regulation.

2. An instruction issued pursuant to Subsection (1) shall not affect contracts between the issuer, offeror or person 

asking for the admission of securities to trading on a regulated market receiving the instruction and third parties.

Chapter 5.1a Rules for the provision of information by issuers 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Part 5.1a.1 Obligations to provide information for issuers whose securities are admitted to trading on a 

regulated market situated or operating in the Netherlands 

5.1a.1.1 Introductory provisions 

Section 5:25a 

1. For the purposes of this chapter, the following terms shall, in derogation from Section 1:1, have the following 

meaning:

a. shareholder: a party that, whether or not for its own account, directly or indirectly holds shares or depositary 

receipts for shares in an issuer; 

b. auditor: an auditor as referred to in Section 393(1) of Book 2 of the Dutch Civil Code or, if an issuer has its 

registered office in another Member State, an external auditor who, under the laws of that Member State 

implementing Sections 51 and 51bis of the Annual Accounts Directive or Section 37 of the Consolidated 

Accounts Directive, is qualified to audit the annual accounts; 

c. home Member State: 

1°. for an issuer issuing shares or bonds with a denomination per bond of less than € 1,000: the Member 

State where the issuer has its registered office or, if it has its registered office in a non-Member State, the 

Member State of the supervisory authority where it has to submit the information to be provided annually in 

accordance with Section 10 of the Prospectus Directive; 

2°. for an issuer other than referred to under (1°), the Member State which has selected an issuer from 

either the Member State where it has its registered office, or the Member State where its securities were 

admitted to trading on a regulated market situated or operating in that Member State; 

d. bond: security as referred to under (b) of the definition of security in Section 1:1, not being a security 

equivalent to a share or giving the right, through conversion or by exercising the right attachted to it, to 

acquire shares or negotiable instruments equivalent to shares. 

2. For the purposes of Subsection (1)(c), the denomination of a bond that is not in euro shall be converted into 

euro, whereby a converted value of almost € 1,000 shall be equated with € 1,000.

3. An issuer as referred to in Subsection (1)(c), under (2°) may only select one Member State as home Member 

State. This selection shall remain valid for at least three years, unless the securities of the issuer are no longer 

admitted to trading on a regulated market in the European Union.

Section 5:25b

1. This part, with the exception of Sections 5:25f and 5:25i, shall only apply to issuers whose securities are 

admitted to a regulated market and whose home Member State is the Netherlands.

2. If depositary receipts for shares are admitted to trading on a regulated market, the institution that issued the 

underlying shares shall, for the purposes of this chapter, be classified as issuer, insofar as these depositary 

receipts have been issued with its cooperation.

3. This chapter, with the exception of Section 5:25i, shall not apply to collective investment schemes whose units 

are repurchased or repaid either directly or indirectly out of the assets at the unit holders’ request.

5.1a.1.2 Periodic obligations for issuers 

Section 5:25c 

1. Within four months of the end of the financial year, an issuer shall make its annual financial reporting generally 

available. The annual financial reporting shall be kept available to the public for a period of at least five years. 

2. The annual financial reporting shall include:

a. the audited annual accounts; 

b. the annual report; and 

c. statements from the persons designated by the issuer as responsible, clearly stating their names and 

functions, of the fact that, to the best of their knowledge, 

1°. the annual accounts give a true and fair view of the assets, the liabilities, the financial position and the 

profits or the loss of the issuer and the joint ventures included in the consolidation; and 

2°. the annual report gives a true and fair view of the state of affairs on the balance sheet date, the course 

of business during the financial year of the issuer and of the enterprises affiliated to it whose data are 

included in its annual accounts and that the annual report describes the substantial risks with which the 

issuer is confronted. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

3. If the issuer has its registered office in the Netherlands, the following terms shall, for the purposes of this 

Section, have the following meaning:

a. the annual accounts: the annual accounts referred to in Section 361 of Book 2 of the Dutch Civil Code and 

the data that need to be added to this pursuant to Section 392(1) of Book 2 of the Dutch Civil Code; 

b. the annual report: the annual report referred to in Section 391 of Book 2 of the Dutch Civil Code. 

4. If the issuer has its registered office in another Member State, the following terms shall, for the purposes of this 

Section, have the following meaning:

a. the annual accounts: the annual accounts which are drawn up with due observance of the law of that 

Member State in implementing the Annual Accounts Directive or the Consolidated Accounts Directive and, 

insofar as applicable, in accordance with the adopted regulations referred to in Section 3 of the IAS 

Regulation, as well as the statement, signed and dated by the auditor entrusted with the audit of those 

annual accounts, about the audit conducted by him and, if the issuer is also the parent enterprise within the 

meaning of the Consolidated Accounts Directive, the annual accounts which are drawn up with due 

observance of the law of that Member State in implementation of the Annual Accounts Directive; 

b. the annual report: the annual report which is drawn up with due observance of the law of that Member State 

in implementation of Section 46 of the Annual Accounts Directive or Section 36 of the Consolidated 

Accounts Directive. 

5. If the issuer has its registered office in a non-Member State and the Netherlands is the home Member State, 

the issuer shall apply Subsection (3) mutatis mutandis with regard to the annual accounts and the annual 

report.

Section 5:25d 

1. Without delay and no later than two months after the end of the first six months of the financial year, an issuer 

shall draw up the semi-annual financial reporting and make this generally available. The semi-annual financial 

reporting shall be kept available to the public for a period of at least five years.

2. The semi-annual financial reporting shall include:

a. the semi-annual accounts; 

b. the semi-annual report; and 

c. statements from the persons designated by the issuer as responsible, clearly stating their names and 

functions, of the fact that, to the best of their knowledge, 

1°. the semi-annual accounts give a true and fair view of the assets, the liabilities, the financial position and 

the profits or the loss of the issuer and the joint ventures included in the consolidation; and 

2°. the semi-annual report gives a true and fair view of the state of affairs on the balance sheet date, the 

course of business during the financial half year of the issuer and of the enterprises affiliated to it whose 

data are included in its semi-annual accounts and the expected course of business, whereby, insofar as 

weighty interests do not oppose this, special attention is paid to the investments and the circumstances on 

which the development of turnover and profitability depend. 

3. If the semi-annual financial reporting has been audited or partly assessed by an auditor, the statement signed 

and dated by him or the assessment shall be made generally available together with the semi-annual financial 

reporting.

4. If the semi-annual financial reporting has not been audited or partly assessed by an auditor, this shall be 

mentioned by the issuer in its semi-annual report. 

5. The semi-annual accounts of an issuer having its registered office in the Netherlands:

a. shall be drawn up with due observance of the regulations adopted in this matter in accordance with Section 

3 of the IAS Regulation, if the issuer, under Title 9 of Book 2 of the Dutch Civil Code, is obliged to draw up 

consolidated accounts; or 

b. shall contain the summary balance sheet, the summary profit and loss account and the explanatory notes 

to this, if the issuer is not obliged to draw up consolidated accounts. 

6. The semi-annual accounts of an issuer having its registered office in another Member State:

a. shall be drawn up with due observance of the regulations approved in this matter in accordance with 

Section 3 of the IAS Regulation, if the issuer, under the law of that Member State, is obliged to draw up 

consolidated accounts; or 

b. shall contain the summary balance sheet, the summary profit and loss account and the explanatory notes 

to this, if the issuer is not obliged to draw up consolidated accounts. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

7. When drawing up the summary balance sheet and the summary profit and loss account referred to in 

Subsection(5)(b) and (6)(b), the issuer shall apply the same principles and foundations regarding classification 

and valuation as with the annual financial reporting.

8. The semi-annual report shall at least contain a list of important events that occurred during the first six months 

of the financial year concerned and their effect on the semi-annual accounts, as well as a description of the 

most important risks and insecurities for the other six months of the financial year concerned.

9. If shares of an issuer are admitted to trading on a regulated market, the semi-annual report shall also contain 

the most important related-party transactions.

10. If the issuer has its registered office in a non-Member State and the Netherlands is the home Member State, 

the issuer shall apply Subsections (5) and (7) with regard to the semi-annual accounts and the semi-annual 

report.

Section 5:25e 

1. An issuer whose shares are admitted to trading on a regulated market shall make an interim statement 

generally available during the first and second half of the financial year. This statement shall be made during a 

period between ten weeks after the start and six weeks before the end of the period concerned.

2. The interim statement shall contain information about the period between the start of the half year concerned 

and the date when it was made generally available. The statement shall include:

a. an explanation of the important events and transactions that took place during that period and their 

consequences for the financial position of the issuer and the enterprises controlled by it; and 

b. a general description of the financial position and the performance of the issuer and the enterprises 

controlled by it during that period. 

3. Subsections (1) and (2) shall not apply to an issuer which already makes a statement as referred to in 

Subsection (2) generally available each quarter under the law applicable to it.

Section 5:25f 

1. This section shall apply to issuers whose securities are admitted to trading on a regulated market situated or 

operating in the Netherlands irrespective of their home Member State.

2. At least once a year, an issuer shall make a document generally available containing information about or 

referring to:

a. the information that was made generally available during the preceding twelve months pursuant to Sections 

5:25c(1), 5:25d(1) and 5:25e(1) or pursuant to the provisions in its home Member State in implementation 

of Sections 4, 5 or 6 of the Transparency Directive; and 

b. the other information which the issuer made generally available under the law of any state on the 

supervision of the securities trade during the twelve months referred to. 

3. If, in the document referred to in Subsection (1), the issuer refers to information that is available elsewhere, it 

shall indicate where and in what manner that information may be obtained.

Section 5:25g 

1. Sections 5:25c, 5:25d and 5:25e shall not apply to States, regional or local government bodies, organisations 

under international law to which Member States are affiliated, the European Central Bank and the national 

central banks of Member States. 

2. This section shall not apply to issuers that only issue bonds or other equity securities as referred to in Section 

5:1(e) with a denomination per unit of at least € 50,000 or the equivalent value thereof, on the date of issue, in 

another currency. 

5.1a.1.3 Incidental obligations for issuers 

Section 5:25h 

1. An issuer whose shares are admitted to trading on a regulated market shall, without delay, make information 

with regard to changes in rights attached to shares of a particular class which are issued by it generally 

available. The first sentence shall apply mutatis mutandis to rights issued by the issuer to acquire shares. 

2. An issuer whose securities other than those referred to in Subsection (1), first sentence, are admitted to trading 

on a regulated market shall, without delay, make information with regard to changes in the rights of holders of 

the first securities generally available. Changes in the rights of holders as referred to in the first sentence shall 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

also be understood to mean changes in the conditions attached to the securities, if these changes may affect 

those rights. 

3. If an issuer offers bonds to the public as referred to in Section 5:1, it shall, without delay, make the prospectus 

relating to the offer or other information generally available. Among other things, the issuer shall thereby make 

information with regard to the guarantees or securities belonging to those bonds generally available. 

4. Subsection (3) shall not apply if the issuer is an organisation under international law to which at least one 

Member State is affiliated. 

Section 5:25i 

1. For the purposes of this Section and the provisions based upon it, an issuer shall, in derogation from Section 

1:1, be understood to mean: legal person, company or institution:

a. which issued financial instruments or other instruments which are admitted, with its consent, or for which 

admission has been requested, with its consent, to trading in the Netherlands on: 

1o. a regulated market for which a licence as referred to in Section 5:26(1) was granted; or 

2o. a multilateral trading facility for which a licence as referred to in Section 2:96 was granted; or 

b. at whose proposal a purchase contract has been established in respect of a financial instrument, not being 

a security, which was admitted on a regulated market as referred under (a)(1o), or a multilateral trading 

facility as referred to under (a)(2o), or for which admission was requested. 

2. An issuer shall, without delay, make information as referred to in the definition of inside information in Section 

5:53(1) which directly pertains to itself generally available.

3. The issuer or management company may delay the general availability of the information if:

a. the delay serves a legitimate interest of the issuer; 

b. the delay is unlikely to deceive the public; and 

c. the issuer can guarantee the confidentiality of this information. 

4. Rules may be laid down by Decree in respect of Subsection (3). These rules may specify what a legitimate 

interest of the issuer may be understood to mean, and what requirements the issuer must fulfil in order to 

guarantee the confidentiality of the information.

5. If the issuer or a person representing it deliberately communicates information as referred to in Section 5:53(1) 

to a third party in the course of the normal duties, profession or position, the issuer shall make that information 

generally available at the same time. If the information was not communicated deliberately to a third party, the 

issuer shall make the information generally available immediately after the communication was made. 

Subsection (2) shall apply mutatis mutandis.

6. Subsection (5), first sentence, shall not apply if the person to whom the information is communicated is obliged 

to observe secrecy in this respect.

Part 5.1a.2 Rules for issuers whose home Member State is the Netherlands 

5.1a.2.1. Introductory provisions 

Section 5:25j 

1. This section shall only apply to issuers whose securities are admitted to trading on a regulated market and 

whose home Member State is the Netherlands.

2. In derogation from Subsection (1), Section 5:25m shall also apply to issuers as referred to in Section 5:25i(1), 

insofar as it concerns regulated information to be made generally available pursuant to Section 5:25i.

5.1a.2.2 Specific information for shareholders and bondholders 

Section 5:25k 

1. When providing information and passing on the associated costs, an issuer shall treat shareholders equally in 

equal circumstances.

2. No issuer shall prevent a shareholder from exercising his rights by granting a proxy.

3. An issuer shall make facilities and information available in the Netherlands to its shareholders for the exercise 

of their rights and shall ensure that the integrity of data remains guaranteed when these rights are exercised.

4. An issuer:

a. shall, upon the notice convening the general meeting, inform the shareholders of the place, the time and 

the agenda of the general meeting as well as the right to attend the meeting; 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

b. shall, no later than at the start of the general meeting, inform the shareholders of the total number of shares 

and voting rights; 

c. shall, whether or not upon request, provide each shareholder having the right to vote in the general meeting 

with a proxy form; 

d. shall grant an authorisation to a bank to pay the claims that shareholders have against the issuer; 

e. shall publish notifications or distribute circulars relating to the declaration and payment of dividends; and 

f. shall provide shareholders with information about the issue of new shares, whereby information is also 

provided about any regulations for the allocation, subscription or conversion. 

5. The issuer may send information to the shareholders electronically, if:

a. the general meeting approved this; 

b. the electronic transmission does not depend on the location of the registered office or place of residence of 

a shareholder or a person as referred to in Section 5:45(1) to (6), (8) or (9); 

c. measures have been taken to ensure that the shareholder or the person who may exercise his voting right 

is in fact informed; and 

d. a shareholder or a natural person, legal person or company as referred to in Section 5:45(1) to (6) is 

offered the possibility to receive a hard copy of the information, if desired. 

Section 5:25l 

1. When providing information and passing on the associated costs, an issuer shall treat bondholders equally in 

equal circumstances.

2. No issuer having its registered office in the Netherlands shall prevent a bondholder from exercising his rights by 

granting a proxy.

3. An issuer shall make facilities and information available in the Netherlands to its bondholders for the exercise of 

their rights and shall ensure that the integrity of data remains guaranteed when these rights are exercised.

4. An issuer:

a. shall call a meeting of bondholders by publishing notifications or distributing circulars, and shall notify them 

of the place, the time and the agenda of the meeting, of the rights regarding conversion, exchange or 

redemption of the bonds, of the regulations regarding registering for the meeting as well as the right to 

attend the meeting; 

b. shall, whether or not upon request, provide each bondholder having the right to vote in a meeting of 

bondholders with a proxy form at the same time; and 

c. shall grant an authorisation to a bank to pay the claims that bondholders have against the issuer. 

5. A meeting of bondholders shall take place in the Netherlands. If only holders of bonds with a denomination per 

unit of at least € 50,000 are invited, the issuer may also opt for a meeting place in another Member State, 

provided that all the necessary facilities and information are made available in that Member State to ensure that 

these bondholders can exercise their rights.

6. The issuer may send information to the bondholders electronically, if:

a. a meeting of bondholders approved this; 

b. the electronic transmission does not depend on the location of the registered office or the place of 

residence of a bondholder or his proxy; 

c. measures have been taken to ensure that the holder of a bond is in fact informed; and 

d. a bondholder is offered the possibility to receive a hard copy of the information, if desired. 

5.1a.2.3 Manner in which information is made generally available and filed 

Section 5:25m 

1. An issuer shall make regulated information generally available in a non-discriminatory manner. In doing so, the 

issuer shall make use of media that may reasonable be assumed to guarantee a fast and effective distribution 

of the regulated information in all Member States.

2. The general availability referred to in Subsection (1) shall take place by means of a press release that is issued 

simultaneously in the Netherlands as well as in each of the other Member States where the financial 

instruments issued by the issuer have been admitted with its consent to trading on a regulated market or where 

the admission of those financial instruments to trading on such a market has been requested with its consent.

3. The issuer shall have a website and shall post the information as referred to in Section 5:25i on that website 

without delay. If the issuer is a collective investment scheme, this information may also be posted without delay 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

on the website of the management company of that collective investment scheme. The issuer or the 

management company shall keep this information accessible on the website for a minimum period of one year.

4. If it concerns regulated information as referred to in Sections 5:25c, 5:25d or 5:25e, it shall be sufficient for the 

issuer to state in the press release the website of the issuer where the information is available in full.

5. Our Minister shall designate a body that ensures the central storage of regulated information.

6. The issuer shall send the regulated information simultaneously with the general availability to the body referred 

to in Subsection (4), as well as, if it has not been designated as such, to the Authority for the Financial Markets.

7. The issuer shall not charge a fee for making regulated information generally available.

8. If admission to trading on a regulated market of securities issued by the issuer has been requested by a person 

without the permission of the issuer, that person shall be subjected to the obligations applicable by or pursuant 

to Subsections (1) to (3), (5) and (6).

9. Subsections (1) to (3) shall not apply to issuers of which only securities are admitted to trading on a regulated 

market situated or operating in another Member State at most.

Section 5:25n 

If an issuer intends to amend its articles of association, it shall communicate the draft of this amendment to the 

Authority for the Financial Markets and to the holder of the regulated market on which its securities are admitted to 

trading. The communication shall made no later than upon the notice convening the general meeting during which 

the amendment will be voted on or during which occasion the shareholders are informed of the amendment. 

Section 5:25o 

1. An issuer having its registered office in the Netherlands shall send, within five days of the adoption of the 

annual accounts, the adopted annual accounts to the Authority for the Financial Markets. 

2. An issuer having its registered office in the Netherlands which has not adopted the annual accounts within six 

months of the end of the financial year, shall, without delay, notify the Authority for the Financial Markets of this.

3. The Authority for the Financial Markets shall send, within three days after the sending referred to in Subsection 

(1) or the notification referred to in Subsection (2), the annual accounts to the Commercial Register referred to 

in Section 394(1) or (2) of Book 2 of the Dutch Civil Code. If it concerns a notification as referred to in 

Subsection (2), the annual accounts referred to in Section 5:25c shall be sent to the Commercial Register, 

stating the fact that these are not adopted.

4. Simultaneously with the annual accounts, the issuer shall send to the Authority for the Financial Markets the 

annual report referred to in Section 391 of Book 2 of the Dutch Civil Code and the data that are added to the 

annual accounts and the annual report pursuant to Section 392 of Book 2 of the Dutch Civil Code.

5. Simultaneously with the annual accounts, the Authority for the Financial Markets shall send the annual report 

and the other data referred to in Subsection (4) to the Commercial Register.

5.1a.2.4 Language of the information 

Section 5:25p 

1. An issuer shall make the regulated information regarding securities which are only admitted to trading on a 

regulated market situated or operating in the Netherlands generally available in Dutch or English.

2. An issuer shall make the regulated information regarding securities which are admitted both to trading on a 

regulated market situated or operating in the Netherlands and to trading on a regulated market in another 

Member State generally available:

a. in Dutch or English; and 

b. in a language which is accepted by the supervisory authority of that other Member State or a language 

customary in the sphere of international finance. 

3. An issuer shall make the regulated information regarding securities which are not admitted to trading on a 

regulated market in the Netherlands but in another Member State generally available:

a. in a language which is accepted by the supervisory authority of that Member State; or 

b. in a language customary in the sphere of international finance. 

4. In derogation from Subsection (2), an issuer shall make the regulated information regarding securities with a 

denomination per unit of at least € 50,000 or, if it concerns securities in a currency other than euro, with a 

denomination per unit that is, converted on the date of issue, at least equal to € 50,000, which are admitted to 

trading on a regulated market situated or operating in the Netherlands or in another Member State generally 

available:
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

a. in a language which is accepted by the supervisory authority of that Member State; or 

b. in a language customary in the sphere of international finance. 

5. If the securities referred to in Subsections (1) to (4) are admitted to trading on a regulated market without the 

permission of the issuer, the person who requested the admission shall be subjected to the obligations referred 

to in Subsections (1) to (4).

Part 5.1a.3 General availability of information in case of another home Member State 

Section 5:25q 

An issuer having another home Member State whose securities are admitted to trading on a regulated market 

situated or operating in the Netherlands and not on a market situated or operating in another Member State shall 

make the regulated information regarding those securities which it must make generally available under the law of 

that Member State also generally available in the manner as stipulated by or pursuant to Sections 5:25m and 

5:25w. 

Part 5.1a.4 Supervision of compliance, exemptions, dispensations and further rules 

Section 5:25r 

1. If, pursuant to Section 5:16 of the General Administrative Law Act, the Authority for the Financial Markets 

demands information from an auditor regarding the audits conducted by him as referred to in this chapter, the 

provision of this information shall not constitute a breach of his legal or contractual duty of confidentiality. 

2. The cooperation of an auditor to a demand as referred to in the preceding sentence shall not lead to liability on 

his part.

Section 5:25s 

1. Section 1:75(1) shall apply mutatis mutandis with regard to an issuer or person requesting, without the 

permission of an issuer, the admission of securities of that issuer to trading on a regulated market, if that issuer 

or person does not comply with the provisions laid down by or pursuant to Sections 5:25c(1), 5:25d(1) or (3), 

5:25e, 5:25f, 5:25h, 5:25i, 5:25m(1), (6) or (8), 5:25n, 5:25p, 5:25q, 5:25v(3) or 5:25w.

2. An instruction issued pursuant to Section 1:75(1) with regard to an issuer or person as referred to in Subsection 

(1) shall not affect contracts between the issuer or person the instruction is issued to and third parties.

Section 5:25t 

Data which the Authority for the Financial Markets received from a supervisory authority of another Member State 

shall only be disclosed with the express consent of that supervisory authority and shall only be used for the 

purposes to which this authority agreed. 

Section 5:25u 

An exemption from Sections 5:25c and 5:25d may be granted by ministerial regulation to issuers of which particular 

classes of bonds are admitted to a regulated market situated or operating in the Netherlands for the implementation 

of Sections 8(2) and (3) and 30(3) and (4) of the Transparency Directive. 

Section 5:25v 

1. Issuers having their registered office in a non-Member State and whose home Member State is the Netherlands 

may draw up their annual financial reporting to be made generally available pursuant to Section 5:25c(1) and 

their semi-annual financial reporting to be made generally available pursuant to Section 5:25d(1) in accordance 

with the statutory regulations applicable in that State, if those regulations fulfil the requirements laid down in a 

binding decision taken by the Commission of the European Communities pursuant to Section 23(4) or (7) of the 

Transparency Directive. The other Subsections of Section 5:25c or 5:25d shall not be applicable.

2. An exemption from Section 5:25e(2), 5:25h, 5:25k, 5:25l, 5:34, 5:35, 5:38(1) or 5:47, opening words and under 

(b), may be granted by ministerial regulation to issuers having their registered office in a non-Member State and 

whose home Member State is the Netherlands:

a. if the law of that State contains obligations that are at least equivalent to those provisions and supervision 

of compliance with those obligations is exercised that provides sufficient safeguards with regard to the 

interests which the provisions referred to seek to protect, or 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

b. for the implementation of a binding decision taken by the Commission of the European Communities 

pursuant to Section 23 of the Transparency Directive. 

3. An issuer as referred to in Subsection (2) shall also make the information which it must disclose under the law 

of the State where it has its registered office generally available in accordance with the provisions arising from 

Section 5:25m and shall send this regulated information simultaneously with the general availability to the body 

referred to in Section 5:25m(4) as well as, if it has not been designated as such, to the Authority for the 

Financial Markets.

Section 5:25w 

1. Further rules may be laid down by Decree concerning subjects regulated in this chapter for the implementation 

of a binding decision of the Commission of the European Communities which is based on the Transparency 

Directive.

2. Further rules may be laid down by Decree as regards the manner in which regulated information is stored by 

the body referred to in Section 5:25m(4).

Chapter 5.2. Rules on access to the Dutch financial markets for market operators and on operating or 

managing a regulated market

Section 5.2.1. Access to the Dutch financial markets for market operators

Section 5:26

1. No party may operate or manage a regulated market in the Netherlands without a licence granted for that 

purpose by Our Minister. 

2. Subsection (1) shall not apply to operating or managing a regulated market having its registered office in 

another Member State that has been licensed by the supervisory authority of that other Member State, insofar 

as the market operator has taken appropriate measures in the Netherlands in order to better enable the longdistance members or participants based in the Netherlands to gain access to and trade on this market.

3. On application, Our Minister may grant a full or partial dispensation from Subsection (1) if the applicant 

demonstrates that the objectives which this chapter seeks to achieve are achieved in other ways.

Section 5:27

1. On application, Our Minister shall grant a licence as referred to in Section 5:26(1) if the applicant demonstrates 

that the market operator has its registered office in the Netherlands and that it will comply with the provisions 

arising from: 

a. Section 5:29 with regard to the properness of the persons referred to in that section; 

b. Sections 5:30 and 5:32(1) with regard to the rules of the regulated market; 

c. Section 5:30, opening words and under (f) with regard to the financial resources to promote the orderly 

operation of the regulated market; 

d. Section 5:32a(1)(a) with regard to the rules on the admission of financial instruments to trading on the 

regulated market; and 

e. Section 5:32b with regard to the rules on access to the regulated market. 

2. The licence application shall contain the data to be specified by or pursuant to a Decree.

3. The market operator shall ensure that the rules referred to in Subsection (1), their application and the monitoring 

of compliance with those rules will meet the standards necessary with a view to the interests which this Act 

seeks to protect.

4. The market operator shall notify the Authority for the Financial Markets of every intended change to the rules 

referred to in Subsection (1) or to the monitoring of compliance with those rules, and of every intended change 

with regard to subjects on which data must be provided pursuant to the sections referred to in Subsection (1).

5. Provisions may be laid down by or pursuant to a Decree as regards the data to be provided on the occasion of 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

the changes referred to in Subsection (4), the manner in which the notification is made and, where applicable, 

the conditions on which the changes may be implemented.

6. Our Minister shall publish a notification of an order to grant a licence as referred to in Subsection (1) and the 

revocation of such an order in the Government Gazette.

Part 5.2.2. Operating or managing a regulated market

Section 5:28

For the purposes of the provisions arising from this section, the term «market operator» shall be understood to mean: 

a market operator licensed in accordance with Section 5:26(1). 

Section 5:29

1. The day-to-day policy of a market operator shall be determined by persons expert in conducting the business of 

the regulated market.

2. The policy of the market operator shall be determined or co-determined by persons whose properness is 

beyond doubt. If a body within the market operator is responsible for supervising the policy and the general 

affairs of the regulated market, the properness of the persons exercising this supervision shall be beyond 

doubt.

3. The expertise or properness of a person as referred to in Subsections (1) and (2) respectively shall be beyond 

doubt once this has been established for the purposes of this Act by a supervisor, as long as a change in the 

relevant facts or circumstances has not given reasonable cause for a reassessment. 

4. The market operator shall inform the Authority for the Financial Markets of the names and addresses of the 

persons referred to in Subsections (1) or (2), and of any changes with regard to these details insofar as they 

relate to the persons referred to in Subsections (1) or (2).

5. The market operator shall submit an intended change in the persons referred to in Subsection (2) to the 

Authority for the Financial Markets for approval.

6. The Authority for the Financial Markets shall consent to an intended change with regard to the persons referred 

to in Subsection (2), unless this change could be a specific threat to the healthy and prudent management or 

operation of the regulated market.

Section 5:30

A market operator shall ensure that the regulated market: 

a. has rules and procedures for identifying and controlling potential negative consequences for the operation or 

proper functioning of the regulated market or for its participants of conflicts between the interests of the 

regulated market, the owners or the market operator; 

b. is adequately equipped to control the risks to which it is exposed, in any case by having rules and 

regulations for identifying all significant risks to the operation and for taking effective measures to limit those 

risks; 

c. has rules and procedures for a healthy management of the technical operation of the system and effective 

precautionary measures to eliminate risks relating to system breakdowns; 

d. has transparent, non-discretionary rules and procedures that guarantee fair and orderly trading, as well as 

objective criteria for the efficient execution of orders; 

e. has effective rules and procedures for settling transactions carried out through its system efficiently and in 

time; and 

f. has sufficient financial resources to promote the orderly operation of the market, in view of the nature and 

size of the transactions carried out on the market and the scope and level of the risks to which it is exposed. 

Section 5:31
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. If a market operator licensed in accordance with Section 5:26(1) delegates activities to a third party, the market 

operator shall ensure that such third party complies with the rules applicable under this part with regard to those 

activities.

2. By or pursuant to a Decree:

a. rules may be laid down, for the purpose of supervision of compliance with the provisions arising from this part, 

with regard to the delegation of activities by market operators; 

b. rules may be laid down with regard to the control of risks entailed by the delegation of activities by market 

operators; and 

c. rules shall be laid down with regard to the contracts to be concluded between market operators and third 

parties relating to the delegation of activities. 

3. A market operator shall not be affiliated to persons in a formal or actual control structure which is so lacking in 

transparency that it constitutes or may constitute an impediment to the adequate exercise of supervision of 

compliance with this Act by the market operator.

4. A market operator shall not be affiliated to persons in a formal or actual control structure if the law of a nonMember State, applicable to those persons, constitutes or may constitute an impediment to the adequate 

exercise of supervision of compliance with this Act by the market operator.

Section 5:32

1. A market operator shall adopt effective rules and procedures in order to regularly check ongoing compliance 

with these rules by the members of or participants in the regulated market, and shall apply these rules. 

2. The market operator shall monitor the transactions conducted by its members or participants via the regulated 

market, so as to be able to identify violations of the rules and procedures referred to in the preceding 

subsection, as well as trading conditions disrupting the orderly operation of the market or actions indicative of 

market abuse.

3. The market operator shall report serious violations as referred to in Subsection (2) to the Authority for the 

Financial Markets.

4. The market operator shall, without delay, supply the applicable information to the Authority for the Financial 

Markets, the Public Prosecution Service or investigating officers competent under the Economic Offences Act, 

and shall fully cooperate with the Authority for the Financial Markets, the Public Prosecution Service or these 

investigating officers in their investigation or prosecution of actions indicative of market abuse that have 

occurred in or via its systems.

Section 5:32a 

1. A market operator shall adopt clear and transparent rules: 

a. on the admission of financial instruments to trading on the regulated market; 

b. in order to verify that issuers which issued financial instruments admitted to trading on the regulated market 

fulfil their obligations regarding the initial, ongoing or incidental provision of information; 

c. which make it easier for the members of or participants in the regulated market to access information in the 

public domain; and 

d. in order to regularly check whether the financial instruments admitted to trading on the regulated market 

satisfy the conditions of admission. 

2. The market operator shall ensure the effective enforcement of the rules referred to in Subsection (1).

3. The market operator may admit to trading on the regulated market securities that have already been admitted to 

trading on another regulated market without the issuer’s consent, if the provisions of Chapter 5.1 are complied 

with in respect of those securities. The market operator shall notify the issuer of the admission.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

4. An issuer shall not be obliged to supply the information referred to in Subsection (1)(b) to a market operator that 

admitted its securities to trading without its consent.

Section 5:32b

1. A market operator shall adopt transparent and non-discriminatory rules, based on objective criteria, with regard 

to access to trading on or membership of the regulated market, and shall ensure the effective enforcement of 

those rules.

2. The rules referred to in Subsection (1) shall contain obligations for the members of or participants in the 

regulated market ensuing from:

a. the establishment and management of the regulated market; 

b. the rules regarding transactions on the regulated market; 

c. the professional standards applicable to the staff members of the investment firms operating on the 

regulated market; 

d. the conditions laid down by the regulated market for members or participants other than investment firms; 

e. the rules and procedures for the clearing and settlement of transactions conducted on the regulated market. 

3. The rules referred to in Subsection (1) shall provide for the possibility of direct participation or long-distance 

participation by investment firms. 

4. Rules may be laid down by or pursuant to a Decree as regards the rules referred to in Subsection (1). 

5. The market operator shall not include any obligations in the rules referred to in Subsection (1) that are contrary 

to the interests which this Act seeks to protect. 

Section 5:32c

Only the following parties may be admitted as members of or participants in a regulated market that has been 

licensed in accordance with Section 5:26(1): 

a. investment firms; 

b. credit institutions; 

c. persons who: 

1°. are expert and proper; 

2°. possess adequate competences and powers in respect of trading; 

3°. where applicable, have taken adequate organisational measures; 

4°. have sufficient resources for the activities which they perform as a member or participant, taking account 

of the various financial regulations which the market operator may have adopted to guarantee the adequate 

settlement of transactions. 

Section 5:32d

1. No party may, except after obtaining a declaration of no objection, own, acquire or increase a qualifying holding 

or exercise any control relating to a qualifying holding in a market operator licensed in accordance with Section 

5:26(1).

2. On application, Our Minister shall issue a declaration of no objection in respect of an act as referred to in 

Subsection (1), unless:

a. the act might or would have the effect that the market operator concerned becomes affiliated to persons in a 

formal or actual control structure that is so lacking in transparency that it would constitute an impediment to 

the adequate exercise of supervision of compliance with the rules applicable to the regulated market; 

b. the act might or would lead to an influence on the market operator concerned that is contrary to the interests 

which this Act seeks to protect; and 

c. the act might jeopardise the healthy and prudent management of the regulated market. 

3. A notification of the issuance of a declaration of no objection as referred to in Subsection (1) shall be published 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

in the Government Gazette, unless the publication would or might lead to a disproportionate advantage or 

disadvantage for interested parties.

4. Our Minister may attach limitations and conditions to the declaration of no objection, based on the 

considerations referred to in Subsection (2). 

5. If any party owns, acquires or increases a qualifying holding as referred to in Subsection (1) without having 

obtained a declaration of no objection in respect of that act, or without observing the limitations attached to the 

declaration of no objection, that party shall reverse that act within a period to be specified by Our Minister, or 

shall still observe the limitations within a period to be specified by Our Minister. This obligation shall lapse at the 

moment when and insofar as a declaration of no objection is subsequently issued in respect of the act 

concerned, or the non-observed limitations are revoked.

6. If any party exercises control relating to a qualifying holding in a market operator without having obtained a 

declaration of no objection in respect of owning the qualifying holding or exercising that control, or without 

observing the limitations attached to the declaration of no objection, a decision adopted owing in part to the 

control exercised shall be capable of annulment. The decision may be declared null and void on the demand of 

Our Minister or of the market operator over which the control was exercised. In that event, the decision shall be 

declared null and void by the court within whose jurisdiction the market operator is based if, but for the exercise 

of the control concerned, the decision would have been different or would not have been adopted, unless a 

declaration of no objection is issued or the non-observed limitations are revoked before the date of the 

judgment. Where necessary, the court shall provide for the consequences of the annulment. 

7. Where conditions or limitations have been attached to a declaration of no objection as referred to in Subsection 

(1), the holder of the declaration of no objection shall observe those conditions or limitations. 

Section 5:32e

A market operator shall provide investment firms having their registered office in another Member State that have 

been licensed by the supervisory authority of that Member State to provide investment services as referred to under 

(b) of the definition of providing an investment service in Section 1:1 or to perform investment activities as referred 

to under (a) of the definition of performing an investment activity in Section 1:1, and that satisfy the other conditions 

for membership or participation, with the opportunity to take part in trading on a regulated market that has been 

licensed in accordance with Section 5:26(1): 

a. from a branch office in the Netherlands; or 

b. otherwise than from a branch office in the Netherlands, if the trading procedures and systems of the 

regulated market do not require a physical presence to conduct transactions on that market. 

Section 5:32f

1. A market operator that intends to take appropriate measures in another Member State that will better enable its 

members or participants based in that Member State to access and trade on that market, shall inform the 

Authority for the Financial Markets of such intention.

2. Within one month of receiving the notification referred to in Subsection (1), the Authority for the Financial 

Markets shall inform the Member State concerned of the intention.

Section 5:32g 

1. A market operator may not suspend trading in a financial instrument on the regulated market or exclude a 

financial instrument from trading where that instrument no longer complies with the rules of the regulated 

market, if such a measure might seriously harm the interests of investors or the orderly operation of the 

regulated market.

2. A market operator that suspends trading in a financial instrument or excludes a financial instrument from trading 

shall disclose this decision and notify the Authority for the Financial Markets. The Authority for the Financial 

Markets shall notify the supervisory authorities of the other Member States.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 5:32h

1. The Authority for the Financial Markets may oblige a market operator, by issuing an instruction, to suspend, 

interrupt or cancel trading in a particular financial instrument within a reasonable term to be specified by the 

Authority for the Financial Markets, if this is required with a view to protecting the interests of the investors in the 

financial instrument or the orderly trade in the financial instrument.

2. Having issued an instruction as referred to in Subsection (1), the Authority for the Financial Markets may 

request the Court of Rotterdam to exclude the financial instrument concerned from trading on the regulated 

market, if this is required with a view to protecting the interests of the investors in the financial instrument or the 

orderly trade in the financial instrument.

Section 5:32i

1. The Authority for the Financial Markets shall disclose its decision to suspend, interrupt or cancel trading in the 

financial instrument, or the judgment of the Court of Rotterdam to exclude the financial instrument from trading, 

immediately after its announcement and shall notify the supervisory authorities of the other Member States. 

2. Where the Authority for the Financial Markets is notified by the supervisory authorities of another Member State 

of a decision to suspend, interrupt or cancel trading in a financial instrument or of the exclusion of a financial 

instrument from trading on a regulated market in that Member State, and the financial instrument is admitted to 

trading on a regulated market that has been licensed in accordance with Section 5:26(1), the Authority for the 

Financial Markets shall issue an instruction to the market operator concerned to suspend, interrupt or cancel 

trading in the financial instrument concerned, or shall request the Court of Rotterdam to exclude the financial 

instrument concerned from trading on the regulated market, unless this might seriously harm the interests of the 

investors in the financial instrument or the orderly operation of the trade in the financial instrument. Where the 

financial instrument is traded by an investment firm that conducts the business of an investment firm operating 

as a systematic internaliser or that operates a multilateral trading facility, the preceding sentence shall apply 

mutatis mutandis with regard to that investment firm. 

Section 5:32j

1. A market operator shall disclose the bid and offer prices issued via the regulated market and the size of the 

market at these prices in respect of shares admitted to trading.

2. The market operator shall ensure that the information referred to in Subsection (1) is continuously available to 

the public on reasonable commercial terms and conditions and during the normal trading hours of that regulated 

market.

3. A market operator which provides investment firms that have to disclose their share prices pursuant to Section 

4:91g with access to the facilities which it uses to disclose the information referred to in Subsection (1), shall do 

so on reasonable commercial terms and conditions and on a non-discriminatory basis.

4. On application, the Authority for the Financial Markets may grant a dispensation from Subsection (1) if the 

market operator complies with Articles 18 to 20 of the Regulation implementing the Markets in Financial 

Instruments Directive.

5. Provisions may be laid down by Decree to the effect that Subsections (1) to (4) will apply mutatis mutandis with 

regard to financial instruments other than shares.

6. Subsection (1) shall not apply to units in a collective investment scheme that are repurchased or repaid either 

directly or indirectly out of the assets at the unit holder’s request.

Section 5:32k

1. A market operator shall disclose the price, scope and time of the transactions conducted via the regulated 

market in shares admitted to trading.

2. The market operator shall disclose the information referred to in Subsection (1) on reasonable commercial 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

terms and conditions and within a timeframe as close as possible to real time.

3. On application, the Authority for the Financial Markets may permit the market operator to delay the disclosure 

referred to in Subsection (1) on the basis of the type or scope of the transaction, if:

a. it has agreed to the proposed provisions for the delayed disclosure; and 

b. the market operator supplies clear information on those provisions to the market participants and the 

investor public. 

4. A market operator which provides investment firms that have to disclose the price, scope and time of the 

transactions conducted pursuant to Section 4:91n with access to the facilities which it uses to disclose the 

information referred to in Subsection (1), shall do so on reasonable commercial terms and conditions and on a 

non-discriminatory basis. 

5. Provisions may be laid down by Decree to the effect that Subsections (1) to (4) will apply mutatis mutandis with 

regard to financial instruments other than shares.

6. Subsection (1) shall not apply to units in a collective investment scheme that are repurchased or repaid either 

directly or indirectly out of the assets at the unit holder’s request.

Section 5:32l 

1. A market operator: 

a. shall supply the Authority for the Financial Markets with information on its ownership structure and that of the 

regulated market it operates or manages, in particular on the identity of and size of the interests held by 

parties that are in a position to exert a significant influence on the management of the regulated market; 

b. shall report to the Authority for the Financial Markets each transfer of ownership that causes a change in the 

circle of persons exerting a significant influence on the operation of the regulated market; and 

c. shall disclose the information referred to under (b). 

2. The market operator shall periodically provide the Authority for the Financial Markets with a list of the members 

of and participants in the regulated market.

3. The market operator shall submit an intended change as referred to in Subsection (1)(b) to the Authority for the 

Financial Markets for approval.

4. The Authority for the Financial Markets shall consent to an intended change as referred to in Subsection (1)(b), 

unless this change could be an objective and demonstrable threat to the healthy and prudent management of 

the regulated market.

Section 5:32m 

A market operator shall not prohibit the use of systems for settling transactions in financial instruments conducted 

on the regulated markets concerned, unless: 

a. the links and interfaces between the system chosen by the members or participants concerned and other 

systems or facilities, and the efficient and economic settlement of the transactions concerned, cannot be 

guaranteed; or 

b. the Authority for the Financial Markets is of the opinion that the technical conditions for settling the 

transactions conducted on that market via the designated system preclude a proper and orderly operation of 

the financial markets. 

Chapter 5.3. Rules on disclosure of voting rights, capital, major holdings and capital interest in issuers

Part 5.3.1. Introductory provision

Section 5:33
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. For the purposes of this chapter and the provisions based upon it, and where applicable in derogation from 

Section 1:1, the following terms shall have the following meaning: 

a. issuer: a public limited company under Dutch law whose shares as referred to under (b)(1°) or (2°) are 

admitted to trading on a regulated market, or a legal person, incorporated under the law of a non-Member 

State, whose shares as referred to under (b)(1°) or (2°) are admitted to trading on a regulated market that 

has been licensed in accordance with Section 5:26(1); 

b. share: 

 1°. a negotiable share as referred to in Section 79(1) of Book 2 of the Dutch Civil Code; 

 2°. a depositary receipt for a share or another negotiable instrument equivalent to a depositary receipt for a 

share; 

 3°. any other negotiable instrument, other than an option as referred to under (4°), to acquire a share as 

referred to under (1°) or an instrument as referred to under (2°); 

 4°. an option to acquire a share as referred to under (1°) or an instrument as referred to under (2°); 

c. party obliged to notify: a person that is obliged to make a notification pursuant to this chapter; 

d. voting rights: voting rights that may be exercised in respect of shares, including rights under a contact to 

acquire voting rights; 

e. capital: the issued capital of an issuer; 

f. substantial holding: at least five percent of the shares or the right to exercise at least five percent of the 

voting rights, whereby the total number of voting rights a person can exercise shall also include the voting 

rights which he has or is deemed to have under Section 5:45; 

g. threshold value: a percentage of the capital or the voting rights which leads to an obligation to make a 

notification under this chapter where a person that owns or acquires shares, or that may exercise or 

acquires voting rights, attains, exceeds or falls below this value. 

2. For the purposes of this chapter and the provisions based upon it, an issuer shall not be understood to mean an 

investment company whose units are repurchased or repaid, either directly or indirectly, out of the assets of this 

investment company at the unit holders’ request. 

3. Provisions may be laid down by Decree as regards the meaning of option as referred to in Subsection (1)(b), 

under (4°).

Part 5.3.2. Notifications by issuers regarding capital and voting rights

Section 5:34

1. An issuer shall, without delay, notify the Authority for the Financial Markets of the total of the changes in its 

capital as a result of which that capital has changed by one percent or more since the previous notification 

pursuant to this section. The issuer may also notify the Authority for the Financial Markets of the other changes 

in its capital at a time preceding the time of the periodic notification referred to in Subsection (2).

2. The issuer shall periodically notify the Authority for the Financial Markets of the total of the changes in its capital 

for which there is no notification requirement pursuant to Subsection (1), first sentence, insofar as it has not yet 

reported those changes in accordance with Subsection (1), second sentence. The period to which the 

notification relates and the term within which the notification must be made shall be specified by Decree.

Section 5:35

1. An issuer shall, without delay, notify the Authority for the Financial Markets of any change in its voting rights not 

ensuing from a change as referred to in Section 5:34(2). Where a change in the voting rights ensues from a 

change as referred to in Section 5:34(1), second sentence, the issuer may report this change to the Authority 

for the Financial Markets simultaneously with the other change.

2. The issuer shall periodically notify the Authority for the Financial Markets of the total of the changes in voting 

rights for which there is no immediate notification requirement pursuant to Subsection (1), first sentence, insofar 

as it has not yet reported those changes in accordance with Subsection (1), second sentence. The period to 

which the notification relates and the term within which the notification must be made shall be specified by 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Decree.

3. The issuer shall, without delay, inform the Authority for the Financial Markets of any issuance or withdrawal 

made with its concurrence of shares as referred to in Section 5:33(1)(b)( 2°), where the issuance or withdrawal 

involves one percent or more of its capital. The issuer may also periodically notify the Authority for the Financial 

Markets, at any time preceding the time of the periodic notification referred to in Subsection (4), of any other 

issuance or withdrawal of shares as referred to in Section 5:33(1)(b)( 2°).

4. An issuer shall periodically notify the Authority for the Financial Markets of the total number of shares as 

referred to in Section 5:33(1)(b)( 2°) issued or withdrawn with its concurrence for which there is no immediate 

notification requirement pursuant to Subsection (3), first sentence, insofar as it has not yet reported those 

shares in accordance with Subsection (3), second sentence. The period to which the notification relates and the 

term within which the notification must be made shall be specified by Decree. 

Section 5:36

A public limited company under Dutch law or a legal person incorporated under the law of a non-Member State 

which becomes an issuer shall, without delay, notify the Authority for the Financial Markets of its capital and its 

voting rights, and of the shares as referred to in Section 5:33(1)(b)( 2°) that were issued with its concurrence. 

Section 5:37

Rules shall be laid down by Decree as regards the data that must be supplied in a notification as referred to in this 

part and the manner of notification. 

Part 5.3.3. Notifications by shareholders and other parties with voting rights regarding changes in major 

holdings and capital interest

Section 5:38

1. Any party that obtains or loses the disposal of shares, which it knows or should know will make the percentage 

of the capital at its disposal attain, exceed or fall below a threshold value, shall, without delay, notify the 

Authority for the Financial Markets.

2. Any party that obtains or loses the disposal of voting rights, which it knows or should know will make the 

percentage of the voting rights at its disposal attain, exceed or fall below a threshold value, shall, without delay, 

notify the Authority for the Financial Markets.

3. The threshold values referred to in Subsections (1) and (2) shall be: five percent, ten percent, 15 percent, 20 

percent, 25 percent, 30 percent, 40 percent, 50 percent, 60 percent, 75 percent and 95 percent.

4. Rules may be laid down by Decree as regards the cases in which a party obliged to notify should know that it 

attains, exceeds or falls below a threshold value.

Section 5:39

1. Any party that knows or should know that the percentage of the capital or of the voting rights at its disposal will 

attain, exceed or fall below a threshold value as a result of a change which the Authority for the Financial 

Markets has entered in the register referred to in Section 1:107 pursuant to a notification as referred to in 

Sections 5:34 or 5:35, shall notify the Authority for the Financial Markets. The notification shall be made no later 

than on the fourth trading day following the entry in the register referred to in the preceding sentence. Provisions 

may be laid down by Decree as regards the meaning of trading day.

2. The threshold values referred to in Subsection (1), first sentence shall be: five percent, ten percent, 15 percent, 

20 percent, 25 percent, 30 percent, 40 percent, 50 percent, 60 percent, 75 percent and 95 percent.

3. Rules may be laid down by Decree as regards the cases in which a party obliged to notify should know that it 

attains, exceeds or falls below a threshold value.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Section 5:40

Any party that obtains or loses the disposal of one or more shares with a special controlling right in the issuer under 

the articles of association shall, without delay, notify the Authority for the Financial Markets. This obligation shall 

have been fulfilled if a notification has been made pursuant to Section 5:38(1) in respect of the same event. 

Section 5:41

1. Any party whose substantial holding on 31 December at 24.00 hours differs from a previous notification as a 

result of an exchange of shares as referred to in Section 5:33(1)(b)( 3°) or (4°) for shares as referred to in 

Section 5:33(1)(b)(1°) or (2°), or vice versa, or as a result of an exchange of shares as referred to in Section 

5:33(1)(b)(1°) for shares as referred to in Section 5:33(1)(b)(2°), or vice versa, shall notify the Authority for the 

Financial Markets within four weeks. A director or supervisory board member shall have fulfilled this obligation if 

a notification has been made pursuant to Section 5:48(6) or (7) in respect of the same event.

2. Any party whose substantial holding on 31 December at 24.00 hours differs from the previous notification as a 

result of the exercise of rights under a contract to acquire voting rights or vice versa, shall notify the Authority for 

the Financial Markets within four weeks. This obligation shall have been fulfilled by a director or supervisory 

board member if a notification has been made pursuant to Section 5:48(7) in respect of the same event.

Section 5:42

Any party that ceases to be a controlled enterprise and has the disposal of a substantial holding or one or more 

shares with a controlling right in an issuer under the articles of association, shall, without delay, notify the Authority 

for the Financial Markets. 

Section 5:43

1. Any party that knows or should know at the time when a public limited company under Dutch law becomes an 

issuer that it has the disposal of a substantial holding or one or more shares with a special controlling right in an 

issuer under the articles of association, shall, without delay, notify the Authority for the Financial Markets.

2. Any party that knows or should know at the time when a legal entity incorporated under the law of a nonMember State becomes an issuer that it has the disposal of a substantial holding in this issuer, shall, without 

delay, notify the Authority for the Financial Markets.

3. Provisions may be laid down by Decree as regards the cases in which a party obliged to notify should know that 

it has the disposal of a substantial holding in an issuer.

Section 5:44

Rules shall be laid down by Decree as regards the data that must be supplied in a notification as referred to in this 

part and the manner of notification. 

Part 5.3.4. Special provisions and exceptions to the notification requirement regarding changes in major 

holdings and capital interest

Section 5:45

1. A party shall have the disposal of the shares it holds, as well as of the voting rights it may exercise as a holder 

of shares.

2. A party shall have the disposal of the voting rights it may exercise as a usufructuary or pledgee, if the applicable 

law allows for it and the applicable statutory requirements are complied with.

3. A party shall be deemed to have the disposal of the shares held by its subsidiary, as well as of the voting rights 

which its controlled enterprise may exercise. A subsidiary shall be deemed not to have the disposal of shares or 

voting rights.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

4. A party shall be deemed to have the disposal of the shares held by a third party for its account, as well as of the 

voting rights which this third party may exercise.

5. A party shall be deemed to have the disposal of the voting rights of which a third party has the disposal, if it has 

concluded a contract with that third party which provides for a long-term common policy on the exercise of the 

voting rights. 

6. A party shall be deemed to have the disposal of the voting rights of which a third party has the disposal, if it has 

concluded a contract with that third party that provides for a temporary and paid transfer of those voting rights.

7. The management company of a common fund shall be deemed to have the disposal of the shares held by the 

depositary and the related voting rights. The depositary of a common fund shall be deemed not to have the 

disposal of shares or voting rights.

8. Shares and voting rights that form part of a community shall be apportioned to the participants in that 

community in proportion to their entitlement to it. In derogation from the preceding sentence, voting rights that 

form part of a statutory community of property as referred to in Section 93 of Book 1 of the Dutch Civil Code 

shall be apportioned to the spouse who contributed the voting rights to the community as referred to in Section 

97 of Book 1 of the Dutch Civil Code.

9. A party shall be deemed to have the disposal of the voting rights which it may exercise at its own discretion in its 

capacity of proxy holder.

10. Subject to rules to be laid down by Decree, Subsection (3) shall not apply to parties whose controlled enterprise:

a. is a management company that may exercise, at its own discretion, the voting rights attached to the shares 

held by the collective investment scheme under its management, or the voting rights of which it is deemed 

to have the disposal pursuant to Subsection (7), first sentence; or 

b. is a portfolio manager that may exercise, at its own discretion, the voting rights attached to the shares under 

its management. 

Section 5:46

1. Where the shares and the related voting rights are held in the regular course of a business and for a short 

period of time, the obligations referred to in Part 5.3.3 shall not apply to: 

a. clearing institutions, insofar as they do not also conduct the business of a bank or an electronic money 

institution; 

b. settlement agents as referred to in Section 212a(d) of the Bankruptcy Act; and 

c. national central banks that form part of the European System of Central Banks referred to in Article 8 of the 

Treaty establishing the European Community, insofar as the voting rights are not exercised. 

2. Where the shares and the related voting rights are held in the regular course of a business, the obligations 

referred to in Part 5.3.3 shall not apply to: 

a. depositaries of shares, insofar as they may not exercise the voting rights attached to those shares at their 

own discretion; and 

b. persons performing operations as referred to under (a) of the definition of performing an investment activity 

in Section 1:1, that acquire or lose the disposal of shares and the related voting rights, which transaction, as 

they know or should know, causes the percentage of the capital or the voting rights at their disposal to 

attain, exceed or fall below the threshold value of five percent, insofar as they exert no influence in the 

management of the issuer concerned and are licensed to conduct their business in their home Member 

State. 

3. In determining whether the threshold values referred to in Sections 5:38(3) or 5:39(2) are attained or exceeded, 

shares and the related voting rights belonging to the trading portfolio of one of the financial enterprises specified 

below shall be disregarded, insofar as these shares or voting rights do not exceed five percent of the capital or 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

the voting rights of an issuer and if the voting rights are not exercised or otherwise used to exert influence in the 

management of the issuer concerned: 

a. financial enterprises that have been licensed by the Dutch Central Bank under Part 2, Market Access of 

Financial Enterprises, to conduct the business of a bank; 

b. financial enterprises that hold a supervisory status certificate issued by the Dutch Central Bank under Part 3, 

Prudential Supervision of Financial Enterprises, to conduct the business of a financial institution; 

c. financial enterprises that have been licensed by the Authority for the Financial Markets under Part 2, Market 

Access of Financial Enterprises, to provide investment services or perform investment activities; 

d. investment firms having their registered office in another Member State that have been licensed by the 

supervisory authority of that other Member State in accordance with Article 5(1), first sentence of Directive 

2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial 

instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the 

European Parliament and of the Council and repealing Council Directive 93/22/EEC (OJEU L 145); 

e. credit institutions having their registered office in another Member State that have been licensed by the 

supervisory authority of that other Member State in accordance with in Article 4, section 2 of the Recast 

Banking Directive; and 

f. financial institutions having their registered office in another Member State that have been issued with a 

supervisory status certificate to conduct their business by the supervisory authority of that Member State 

that corresponds to the certificate referred to in Section 3:110. 

4. Rules may be laid down by Decree in respect of Subsections (1), (2) or (3).

5. Where an enterprise or institution as referred to in Subsections (1), (2) or (3) still holds the shares or may still 

exercise the voting rights at the time when Subsections (1), (2) or (3) cease to apply, it shall be deemed to have 

acquired the disposal of those shares and voting rights at that time.

Section 5:47

With regard to shares or voting rights in a legal person incorporated under the law of a non-Member State whose 

shares are admitted to trading on a regulated market licensed in accordance with Section 5:26(1) and for which 

legal person the Netherlands is a host Member State as referred to in Article 2(1)(n) of Directive 2004/109/EC of the 

European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements 

in relation to information about issuers whose securities are admitted to trading on a regulated market and 

amending Directive 2001/34/EC (OJEU L 390): 

a. Sections 5:40, 5:41 and 5:42 shall not apply; 

b. the threshold values of five percent and 10 percent shall, in derogation from Section 5:38(3), apply in 

respect of the notification requirements referred to in Section 5:38(1) and (2), insofar as the party obliged to 

notify is an issuer with a duty to notify as a result of obtaining or losing the disposal of its own shares; and 

c. the threshold values of five percent, ten percent, 15 percent, 20 percent, 25 percent, 30 percent, 50 percent 

and 75 percent shall, in derogation from Sections 5:38(3) and 5:39(2), apply to the notification requirements 

referred to in Section 5:38(1) and (2) and 5:39(1). 

Part 5.3.5. Notifications by directors and supervisory board members regarding majority holdings and 

capital interest

Section 5:48

1. For the purposes of this section and the provisions based upon it, an issuer shall, in derogation from Section 

5:33(1)(a), be understood to mean: a public limited company under Dutch law whose shares as referred to in 

Section 5:33(1)(b)(1°) or ( 2°) are admitted to trading on a regulated market. 

2. For the purposes of this section and the provisions based upon it, an affiliated issuer shall be understood to 

mean: any other issuer: 

1°. to which the issuer is affiliated in a group or in which the issuer owns a holding and whose most recently 

adopted turnover is at least ten percent of the consolidated turnover of the issuer; 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

2°. which, directly or indirectly, provides more than 25 percent of the capital of the issuer. 

3. A director or supervisory board member of an issuer shall inform the Authority for the Financial Markets of the 

shares and voting rights in the issuer and the affiliated issuers at his disposal. They shall make these 

notifications within two weeks of their designation or appointment as director or supervisory board member.

4. A director or supervisory board member of a public limited company that becomes an issuer within the meaning 

of Subsection (1) shall, without delay, inform the Authority for the Financial Markets of the shares and voting 

rights in the issuer and the affiliated issuers at his disposal. The obligation under the preceding sentence shall 

have been fulfilled if a notification has been made pursuant to Section 5:43(1) in respect of the same event.

5. A director or supervisory board member of a public limited company regarding which another public limited 

company becomes an affiliated issuer within the meaning of Subsection (2) shall, without delay, inform the 

Authority for the Financial Markets of the shares and voting rights in the affiliated issuer concerned at his 

disposal. The obligation under the preceding sentence shall have been fulfilled if a notification has been made 

pursuant to Section 5:43 in respect of the same event.

6. A director or supervisory board member of an issuer shall, without delay, inform the Authority for the Financial 

Markets of any change in the shares in the issuer and the affiliated issuers at his disposal. The obligation under 

the preceding sentence shall have been fulfilled if a notification has been made pursuant to Sections 5:38(1) or 

5:40(1) in respect of the same event.

7. A director or supervisory board member of an issuer shall, without delay, inform the Authority for the Financial 

Markets of any change in the voting rights in the issuer and the affiliated issuers at his disposal. The obligation 

under the preceding sentence shall have been fulfilled if a notification has been made pursuant to Section 

5:38(2) in respect of the same event.

8. An issuer shall, without delay, notify the Authority for the Financial Markets of the fact that a director or 

supervisory board member is no longer in office.

9. Where a director of an issuer is a legal person, Subsections (3) to (8) shall apply mutatis mutandis to the natural 

persons determining the day-to-day policy of this legal person, and to the natural persons supervising the 

management’s policy and the general affairs of this legal entity.

10. Rules shall be laid down by Decree as regards the data that must be supplied in a notification as referred to in 

this section and the manner of notification.

Section 5.3.6. Registration of notifications

Section 5:49

1. Subject to the provisions of Subsection (3), the Authority for the Financial Markets, having received a 

notification, shall, without delay, communicate this notification to the issuer concerned and to the party obliged 

to notify. The communication referred to in the first sentence shall serve as proof for the party obliged to notify 

that it has fulfilled that obligation.

2. Following the entry in the register referred to in Section 1:107(3)(c)(1°), the Authority for the Financial Markets 

shall, without delay, communicate the substance of the notification to the issuer concerned.

3. Where the Authority for the Financial Markets has suspended the entry of a notification in the register referred to 

in Section 1:107 pursuant to Section 5:51(2), it shall, in derogation from Section 1:107(3)(c)(1°), enter the data 

referred to in Subsection (2) in that register in any event within one working day following the working day on 

which the requested information was obtained, or, if the requested information was not obtained, as soon as it 

considers entry in that register to be possible. In that case, the Authority for the Financial Markets shall, 

following the entry referred to in the preceding sentence, communicate the notification to the party obliged to 

notify and communicate the substance of the notification to the issuer concerned. The communication referred 

to in the second sentence shall serve as proof for the party obliged to notify that it has fulfilled that obligation. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Part 5.3.7. Other rules 

Section 5:50

Where an issuer, based on a communication as referred to in Section 5:49(2) or (3), second sentence, suspects 

that an incorrect notification has been made, it shall, without delay, inform the Authority for the Financial Markets. 

Section 5:51

1. The Authority for the Financial Markets may, by issuing an instruction, oblige a party that made an incorrect 

notification or wrongly failed to make a notification still to make a correct notification within a reasonable term 

specified by the Authority for the Financial Markets.

2. The Authority for the Financial Markets may suspend the entry of a notification in the register referred to in 

Section 1:107 until the requested information as referred to in Section 1:74 has been obtained. It shall inform the 

issuer concerned and the party obliged to notify of the suspension.

3. Where a notification is incorrect and has not been rectified, or where a notification has wrongly been omitted 

and the correct notification has not been made, the Authority for the Financial Markets may enter the data it 

considers to be correct in the register referred to in Section 1:107 after informing the issuer concerned and the 

party obliged to notify.

Section 5:52

1. Where a notification obligatory under this chapter has not been made in accordance with this chapter, the court 

within whose jurisdiction the issuer concerned has its registered office may take the measures listed in 

Subsection (4) on application of the parties authorised to do so under Subsection (2). Where a notification 

relates to an issuer having its registered office outside the Netherlands, the Court of The Hague shall be 

competent.

2. The following parties may file an application:

a. holders of shares that alone or jointly have the disposal of a substantial holding; 

b. holders of one or more shares with a special controlling right in the issuer under the articles of association; 

and 

c. the issuer concerned. 

3. The authority to file an application shall lapse by the passage of three months from the day on which the party 

authorised to file the application took note or was able to take note of the violation.

4. The measures referred to in Subsection (1) shall be the following:

a. ordering the party obliged to notify to make a notification in accordance with this chapter; 

b. suspending the right to exercise the voting rights in the issuer concerned at the disposal of the party obliged 

to notify for a period to be specified by the court of no more than three years; 

c. suspending a decision of the general meeting of shareholders of the issuer concerned until a decision 

regarding a measure as referred to under (d) has become final and conclusive; 

d. annulment of a decision of the general meeting of shareholders of the issuer concerned, where it is likely 

that this decision would not have been passed if the voting rights at the disposal of the party obliged to notify 

had not been exercised; or 

e. ordering the party obliged to notify to refrain from obtaining the disposal of shares or voting rights of the 

issuer concerned during a period to be specified by the court of no more than five years. 

5. A measure as referred to in Subsection (4)(b) or (e) shall not apply to shares entrusted to the management of a 

party other than the party obliged to notify, unless the party obliged to notify is authorised to acquire those 

shares or to determine how the voting rights attached to those shares will be exercised.

6. Where necessary, the court shall make arrangements for the consequences of the measures it has taken.
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

7. The court may, on application of the party that filed the initial application or of the party to which the measure is 

addressed, reduce the period referred to in Subsection (4)(b) or (e).

8. A measure as referred to in Subsection (4)(d) may not be declared immediately enforceable.

9. Where the application referred to in Subsection (1) relates to shares that are not held by the party obliged to 

notify or to voting rights which this party cannot exercise in the capacity of shareholder, pledgee or usufructuary, 

the claimant shall summon the shareholder, pledgee or usufructuary concerned to appear in court, provided 

such party is known to the claimant.

10. An application for an immediately enforceable order may only be made to the preliminary relief judge of the 

court that is competent under Subsection (1). The application may only relate to the measures referred to in 

Subsection (4)(a), (b), (c) and (e). Subsections (5) and (9) shall apply mutatis mutandis.

Chapter 5.4. Rules on preventing market abuse and on operating in markets in financial instruments

Part 5.4.1. Introductory provision

Section 5:53

1. For the purposes of this chapter and the provisions based upon it, inside information shall be understood to 

mean: awareness of specific information that relates directly or indirectly to an issuer as referred to in 

Subsection (4)(a) to which the financial instruments pertain, or to the trade in those financial instruments, which 

information has not been publicly disclosed and whose disclosure might have a significant influence on the price 

of the financial instruments or on the price of derivative financial instruments. Where it concerns derivatives on 

commodities, inside information shall, for the purposes of this chapter and the provisions based upon it, be 

understood to mean, in derogation from the preceding sentence: awareness of non-disclosed specific 

information that relates directly or indirectly to one or more derivatives on commodities, which investors in those 

derivatives on commodities may expect to be publicly disclosed in accordance with market practices that are 

customary on the regulated market, or replaced by: the multilateral trading facility for which the investment firm 

holds a licence as referred to in Section 2:96 on which those derivatives on commodities are traded.

2. Market practices as referred to in Subsection (1), second sentence may be designated by or pursuant to a 

Decree.

3. For the purposes of this chapter and the provisions based upon it, a financial instrument shall, in addition to 

Section 1:1, also be understood to mean: any other instrument that is admitted to trading on a regulated market 

or a multilateral trading facility for which the investment firm holds a licence as referred to in Section 2:96 or for 

which the admission to trading on a regulated market has been requested.

4. For the purposes of this chapter and the provisions based upon it, an issuer shall, in derogation from Section 

1:1, be understood to mean:

a. a legal person, company or institution that has issued financial instruments as referred to in Section 

5:56(1)(a) or (b), or a party at whose proposal a purchase contract in respect of a financial instrument other 

than a security has been established; or 

b. a legal person, company or institution that intends to issue financial instruments as referred to in Section 

5:56(1)(a) or (b), or a party that proposes a purchase contract in respect of a financial instrument other than 

a security. 

5. For the purposes of this chapter and the provisions based upon it, an investment recommendation shall be 

understood to mean: information intended for the general public that is drawn up or published by: 

a. the persons referred to in Section 5:64(2)(a), in which an investment strategy is recommended or proposed, 

either explicitly or implicitly, with regard to: 

1°. financial instruments admitted to trading on a regulated market that has been licensed in accordance 

with Section 5:26(1) or a multilateral trading facility for which the investment firm holds a licence as referred 

to in Section 2:96, or for which the admission to trading on a regulated market has been requested; 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

 2°. financial instruments admitted to trading on a regulated market in another Member State; or 

 3°. an issuer that has issued financial instruments as referred to under (1°) or (2°); 

b. the persons referred to in Section 5:64(2)(b), in which an investment decision is explicitly recommended with 

regard to: 

1°. financial instruments admitted to trading on a regulated market that has been licensed in accordance 

with Section 5:26(1) or a multilateral trading facility for which the investment firm holds a licence as referred 

to in Section 2:96, or for which the admission to trading on a regulated market has been requested; or 

2°. financial instruments admitted to trading on a regulated market in another Member State. 

6. For the purposes of this chapter and the provisions based upon it, a publisher of an investment recommendation 

shall be understood to mean: a person making an investment recommendation in the course of a profession or 

business. 

Part 5.4.2. Rules on preventing market abuse

Section 5:54

Infringement of Sections 5:56(1), (3) or (7), 5:57(1) or (2), or 5:58(1) shall classify as a crime. 

Section 5:55

The Court of Amsterdam shall have exclusive jurisdiction in the first instance with regard to criminal offences as 

referred to in Sections 5:56(1), (3) and (7), 5:57(1) and (2), 5:58(1), 5:25i(2) or (5), and 5:62(1). 

5.4.2.1. Prohibitory provisions

Section 5:56

1. No party pertaining to a category of persons listed in Subsection (2) is allowed to use inside information by 

conducting or effecting a transaction: 

a. in or from the Netherlands or a non-Member State in financial instruments admitted to trading on a regulated 

market which has been licensed in accordance with Section 5:26(1) or a multilateral trading facility for which 

the investment firm holds a licence as referred to in Section 2:96, or for which the admission to such trading 

has been requested; 

b. in or from the Netherlands in financial instruments admitted to trading on a regulated market or multilateral 

trading facility in another Member State or admitted to trading on a system comparable with a regulated 

market or multilateral trading facility in a non-Member State, or in financial instruments for which the 

admission to such trading has been requested; or 

c. in or from the Netherlands or a non-Member State in financial instruments other than financial instruments 

as referred to under (a) or (b), whose value partly depends on the financial instruments referred to under (a) 

or (b); 

d. in or from another Member State in financial instruments admitted to trading on a multilateral trading facility 

for which the investment firm holds a licence as referred to in Section 2:96. 

2. The categories referred to in Subsection (1) shall be the following: 

a. persons that possess inside information because of the fact that they determine or co-determine the day-today policy or supervise the policy and the general affairs of the issuer referred to in Section 5:53(4)(a) to 

which the inside information relates; 

b. persons that possess inside information because of the fact that they own a qualifying holding in the issuer 

referred to in Section 5:53(4)(a), or which has issued financial instruments as referred to in Subsection (1)(c) 

to which the inside information relates; 

c. persons that have access to information as referred to in Section 5:53(1) by virtue of their duties, profession 

or position; and 

d. persons that possess inside information by virtue of their involvement in criminal offences. 

3. Any party not pertaining to a category listed in Subsection (2) that knows or should reasonably suspect that it 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

possesses inside information shall be prohibited from using such inside information by: 

a. conducting or effecting a transaction in financial instruments as referred to in Subsection(1)(a) in or from the 

Netherlands or a non-Member State; 

b. conducting or effecting a transaction in financial instruments as referred to in Subsection (1)(b) in or from the 

Netherlands; or 

c. conducting or effecting a transaction in financial instruments as referred to in Subsection(1)(c) in or from the 

Netherlands or a non-Member State; 

d. conducting or effecting a transaction in financial instruments as referred to in Subsection (1)(d) in or from 

another Member State. 

4. Information which investors may expect to be publicly disclosed as referred to in Section 5:53(1), second 

sentence, shall be involved if this information is of such a nature that it: 

a. is routinely made available to the investors in those financial instruments; or 

b. must be publicly disclosed in accordance with the statutory regulations applicable to the market referred to in 

that subsection, or in accordance with the market rules, contracts or customary practices applied on that 

market. 

5. Subsections (1) and (3) shall not apply to conducting or effecting transactions in financial instruments: 

a. in compliance with an enforceable obligation that already existed at the time when the party conducting or 

effecting the transaction became aware of information as referred to in Section 5:53(1), first sentence, with 

regard to the issuer as referred to in Section 5:53(4)(a) to which those financial instruments pertain; 

b. in the context of monetary policy, foreign exchange policy or public debt management; 

c. in the context of a buy-back programme as described in Chapter II of Commission Regulation (EC) No. 

2273/2003 of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the 

Council as regards exemptions for buy-back programmes and stabilisation of financial instruments (OJEU L 

336); and 

d. in the context of stabilisation as described in Chapter III of Commission Regulation (EC) No. 2273/2003 of 22 

December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as 

regards exemptions for buy-back programmes and stabilisation of financial instruments (OJEU L 336). 

6. Categories of transactions to which the prohibitions referred to in Subsections (1) and (3) do not apply may be 

designated by Decree. On this occasion, a distinction may be made within a category to be designated between 

the persons by whom and the circumstances in which the transactions are conducted or effected. 

7. No party may use inside information by trying to conduct or effect a transaction as referred to in Subsection (1). 

Section 5:57

1. A person that pertains to a category referred to in Section 5:56(2)(a), (b) or (d), as well as a person in 

possession of inside information that pertains to the category referred to in Section 5:56(2)(c), shall, where it 

concerns financial instruments as referred to in the relevant subsection, not be allowed, in or from a State as 

referred to in Section 5:56(1)(a), (b), (c) or (d): 

a. to communicate the data to which the inside information relates to a third party, other than in the course of 

his normal duties, profession or position; or 

b. to recommend or induce a third party to conduct or effect transactions in those financial instruments. 

2. Subsection (1) shall apply mutatis mutandis to any other person that knows or should reasonably suspect that 

he possesses inside information.

3. Rules may be laid down by Decree in respect of the cases and circumstances in which communication in the 

course of the normal duties, profession or position as referred to in Subsection 1(a) is involved.

Section 5:58
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

1. No person shall, where it concerns financial instruments as referred to in the relevant subsection, be allowed, in 

or from a State as referred to in Section 5:56(1)(a) or (b): 

a. to conduct or effect a transaction or trade order in financial instruments that sends or may send an incorrect 

or misleading signal with regard to the supply of, demand for or the price of those financial instruments, 

unless the party that conducted or effected the transaction or trade order demonstrates that it had a justified 

reason for conducting or effecting the transaction or trade order, and that the transaction or trade order is in 

agreement with the accepted market practice on the regulated market concerned or the multilateral trading 

facility concerned for which the investment firm holds a licence as referred to in Section 2:96; 

b. to conduct or effect a transaction or trade order in financial instruments in order to maintain the price of 

those financial instruments at an artificial level, unless the party that conducted or effected the transaction or 

trade order demonstrates that it had a justified reason for conducting or effecting the transaction or trade 

order, and that the transaction or trade order is in agreement with the accepted market practice on the 

regulated market concerned or the multilateral trading facility concerned for which the investment firm holds 

a licence as referred to in Section 2:96; 

c. to conduct or effect a transaction or trade order in financial instruments involving deception or 

misrepresentation; or 

d. to disseminate information that sends or may send an incorrect or misleading signal with regard to the 

supply of, demand for or the price of financial instruments, while the party disseminating the information 

knows or should reasonably suspect that that information is incorrect or misleading. 

2. Subsection (1) shall not apply to conducting or effecting transactions or trade orders in financial instruments or 

disseminating information in the context of: 

a. monetary policy, foreign exchange policy or public debt management; 

b. a buy-back programme as described in Chapter II of Commission Regulation (EC) No. 2273/2003 of 22 

December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as 

regards exemptions for buy-back programmes and stabilisation of financial instruments (OJEU L 336); and 

c. stabilisation as described in Chapter III of Commission Regulation (EC) No. 2273/2003 of 22 December 

2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards 

exemptions for buy-back programmes and stabilisation of financial instruments (OJEU L 336). 

3. Categories of transactions or trade orders to which the prohibitions referred to in Subsection (1), opening words 

and under (a) and (b) do not apply may be designated by or pursuant to a Decree, which Decree may also 

specify the manner in which this designation is achieved in further detail. The Authority for the Financial Markets 

may classify categories of transactions or trade orders as transactions or trade orders which are deemed to fall 

under the prohibitions referred to in Subsection (1).

4. Subsection (1), opening words and under (d) shall not apply to the dissemination of information by journalists 

acting in their normal professional capacity, with due observance of the rules applicable within their occupational 

group, unless these journalists obtain benefit or profit by disseminating the information.

5.4.2.2. Disclosure and notification requirements

Section 5:59

1. An issuer having its registered office in the Netherlands that has issued financial instruments as referred to in 

Section 5:56(1)(a) or (b) which were admitted with its consent to trading on a regulated market or a multilateral 

trading facility as referred to in that subsection for which the investment firm holds a licence as referred to in 

Section 2:96, or for which the admission of those financial instruments to trading on such a market has been 

requested with its consent, an issuer having its registered office in another Member State that has issued 

financial instruments as referred to in Section 5:56(1)(d) which were admitted with its consent to trading on 

system comparable with a regulated market or multilateral trading facility as referred to in that subsection, an 

issuer having its registered office in a non-Member State that has issued or intends to issue financial 

instruments as referred to in Section 5:56(1)(a) which were admitted with its consent to trading on a regulated 

market as referred to in that subsection or a market in financial instruments, not being a regulated market, of 

which the holder has been granted a recognised status as referred to in Section 5:26(1), or for which the 

admission of those financial instruments to trading on such a market has been requested with its consent, as 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

well as any party acting on behalf or for the account of an issuer as referred to above, shall keep a list of the 

persons working for it who may have knowledge of information as referred to in Section 5:53(1) on a regular or 

occasional basis, and shall inform those persons of the prohibitions laid down in this part and the level of the 

sanctions entailed by their violation.

2. Rules shall be laid down by or pursuant to a Decree in respect of the content, updating and retention of the list 

referred to in Subsection (1).

Section 5:60

1. Any person who: 

a. determines or co-determines the day-to-day policy of an issuer having its registered office in the Netherlands 

or of an issuer having its registered office in a non-Member State that has issued or intends to issue 

financial instruments as referred to in Section 5:56(1)(a), or of an issuer having its registered office in 

another Member State that has issued or intends to issue financial instruments as referred to in Section 

5:56(1)(d), or the party at whose proposal a purchase contract in respect of a financial instrument as 

referred to in that subsection, other than a security, has been established or which proposes a purchase 

contract in respect of a financial instrument as referred to in that subsection, other than a security; 

b. supervises the policy and the general affairs of an issuer as referred to under (a), and the related enterprise; 

c. holds a management position and has the power for that reason to take decisions affecting the future 

developments and business prospects of an issuer as referred to under (a), and who may regularly have 

knowledge of information as referred to in Section 5:53(1); or 

d. pertains to a category, to be designated by Decree, of persons closely associated with a person as referred 

to under (a), (b) or (c), 

shall, no later than on the fifth working day following the transaction date, report transactions conducted or 

effected for his own account in shares pertaining to the issuer referred to under (a), (b) or (c) respectively, or in 

financial instruments whose value partly depends on the value of those shares. The notification shall, where it 

concerns an issuer having its registered office in the Netherlands or in another Member State, be made to the 

Authority for the Financial Markets or, where it concerns an issuer having its registered office in a non-Member 

State, to the supervisory authority of the Member State in which the issuer is obliged to supply the annual 

information relating to the shares in accordance with Article 10 of the Prospectus Directive. 

2. The notification referred to in Subsection (1) may be delayed by the persons referred to in Subsection (1)(a), (b) 

or (c) until the moment when the transactions which they conducted for their own account, added to the 

transactions which persons associated with them, as referred to in Subsection (1)(d), conducted for their own 

account, amount to a sum of at least € 5,000 in the calendar year concerned. The notification may be delayed 

by the persons referred to in Subsection (1)(d) until the moment when the transactions which they conducted for 

their own account, added to the transactions which persons as referred to in Subsection (1)(a), (b) or (c), with 

whom they are associated, conducted for their own account, amount to a sum of at least € 5,000 in the calendar 

year concerned.

3. The notification shall comply with rules to be laid down by or pursuant to a Decree.

4. The notification may be made through a person to be designated by the issuer to which the financial instruments 

pertain.

5. Where the notification is concerned, provisions may be laid down by Decree to the effect that, if certain data has 

already been disclosed to the Authority for the Financial Markets pursuant to other statutory provisions to be 

specified on that occasion, the notification requirement pursuant to Subsection (1) has been fulfilled.

6. This section shall not apply to transactions conducted or effected in the context of monetary policy, foreign 

exchange policy or public debt management. Other categories of transactions to which this section does not 

apply may be designated by Decree.

Section 5:61

1. The Authority for the Financial Markets may, by issuing an instruction, oblige a party that made an incorrect 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

notification or wrongly failed to make a notification still to make a correct notification within a reasonable term 

specified by the Authority for the Financial Markets.

2. Where a notification is incorrect and has not been rectified following a request to that effect from the Authority 

for the Financial Markets, or where a notification has wrongly been omitted and the correct notification has not 

been made, the Authority for the Financial Markets may enter the data it considers to be correct in the register 

referred to in Section 1:107 after informing the issuer concerned and the party obliged to notify.

3. The Authority for the Financial Markets may, with a view to an investigation of the correctness of a notification, 

suspend entering the notification in the register for the duration of the investigation. It shall inform the party that 

made the notification of the suspension.

Section 5:62

1. An investment firm which has a reasonable suspicion that a transaction or a transaction order regarding which it 

performs activities in or from the Netherlands may be contrary to Sections 5:56(1) or (2) or 5:58(1) shall, without 

delay, notify the Authority for the Financial Markets of this suspicion.

2. The Authority for the Financial Markets shall, without delay, communicate a suspicion reported in accordance 

with Subsection (1) to every government body or government-appointed body that is responsible for supervising 

a regulated market where the financial instruments to which the notification relates have been admitted to 

trading or for which the admission of those financial instruments to trading has been requested.

3. Provisions may be laid down by or pursuant to a Decree as to when a reasonable suspicion as referred to in 

Subsection (1) is involved and rules may be laid down with which the notification must comply and which 

stipulate the manner of the notification.

Section 5:63

1. An investment firm that made a notification pursuant to Section 5:62(1) in good faith shall not be liable for 

damage sustained by a third party as a result.

2. Data or information provided pursuant to Section 5:62(1) may not serve as the basis for or be used in a criminal 

investigation or prosecution on suspicion of, or be used as evidence on a charge of, infringement of Sections 

5:56 or 5:58 with regard to an investment firm that provided data or information pursuant to Section 5:62(1).

3. An investment firm that made a notification pursuant to Section 5:62(1) shall be obliged to observe 

confidentiality in this respect.

Section 5:64

1. Any party publishing investment recommendations in or from the Netherlands, another Member State or a nonMember State shall observe the rules to be laid down by Decree with regard to: 

a. disclosing the identity of the party that drew up or publishes the investment recommendation; 

b. ensuring that the investment recommendation gives a fair presentation; and 

c. disclosing information that may reasonably be assumed to potentially affect the objectivity of the investment 

recommendation. 

2. Subsection (1) shall apply to: 

a. independent analysts, investment firms, other persons whose main activity consists in publishing 

recommendations, or natural persons working for them under a contract of employment or otherwise, that: 

1°. publish investment recommendations in or from the Netherlands or a non-Member State in which an 

investment strategy is recommended or proposed, either explicitly or implicitly, with regard to financial 

instruments admitted to trading on a regulated market that has been licensed in accordance with Section 

5:26(1) or a multilateral trading facility for which the investment firm holds a licence as referred to in Section 

2:96, or for which the admission to such trading has been requested, or publish investment 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

recommendations in or from another Member State in which an investment strategy is recommended or 

proposed, either explicitly or implicitly, with regard to financial instruments admitted to trading on a 

multilateral trading facility for which the investment firm holds a licence as referred to in Section 2:96; or 

2°. publish investment recommendations in or from the Netherlands in which an investment strategy is 

recommended or proposed, either explicitly or implicitly, with regard to financial instruments admitted to 

trading on a regulated market in another Member State, or with regard to an issuer; 

b. persons other than those referred to under (a), that: 

1°. publish investment recommendations in or from the Netherlands or a non-Member State in which an 

investment decision is explicitly recommended with regard to financial instruments admitted to trading on a 

regulated market that has been licensed in accordance with Section 5:26(1) or a multilateral trading facility 

for which the investment firm holds a licence as referred to in Section 2:96, or for which the admission to 

such trading has been requested, or publish investment recommendations in or from another Member State 

in which an investment decision is explicitly recommended or proposed with regard to financial instruments 

admitted to trading on a multilateral trading facility for which the investment firm holds a licence as referred 

to in Section 2:96; or 

2°. publish investment recommendations in or from the Netherlands in which an investment decision is 

explicitly recommended with regard to financial instruments admitted to trading on a regulated market in 

another Member State; and 

c. any person that, other than in the course of a profession or business: 

1°. publishes investment recommendations in or from the Netherlands or a non-Member State in which an 

investment decision is explicitly recommended with regard to financial instruments admitted to trading on a 

regulated market that has been licensed in accordance with Section 5:26(1) or a multilateral trading facility 

for which the investment firm holds a licence as referred to in Section 2:96, or for which the admission to 

such trading has been requested, or publishes investment recommendations in or from another Member 

State in which an investment decision is explicitly recommended with regard to financial instruments 

admitted to trading on a multilateral trading facility for which the investment firm holds a licence as referred 

to in Section 2:96; or 

2°. publishes investment recommendations in or from the Netherlands in which an investment decision is 

explicitly recommended with regard to financial instruments admitted to trading on a regulated market in 

another Member State. 

3. An investment firm as referred to in Subsection (2)(a) shall state in the investment recommendation that the 

Authority for the Financial Markets is the competent supervisor. Any party that is not an investment firm and to 

which standards or rules of conduct arising from self-regulation apply in respect of the subjects referred to in 

Subsection (1) shall specify those standards or rules of conduct in the investment recommendation.

4. An investment firm as referred to in Subsection (2)(a) shall disclose in general terms the organisational and 

administrative measures it has taken in order to prevent conflicts of interest in relation to recommendations.

5. A publisher of an investment recommendation that disseminates an investment recommendation published by a 

third party on it own responsibility, shall clearly and conspicuously state any changes that it has made to the 

investment recommendation, or shall state that this recommendation was taken over without changes and 

complies with the rules to be laid down by Decree pursuant to Subsection (1). Subsection (3), first sentence 

shall apply mutatis mutandis.

6. A publisher of an investment recommendation that disseminates in or from the Netherlands a summary of an 

investment recommendation published by a third party shall ensure that this summary is clear, not misleading 

and directly and easily accessible. On this occasion, this publisher shall also specify the location where the 

information presented in the summary can be accessed, if this information is in the public domain.

7. Different rules may be laid down by the Decree referred to in Subsection (1) with regard to the disclosure of 

investment recommendations by journalists or other professionals.

Section 5:65

An issuer having its registered office in the Netherlands that has issued or intends to issue financial instruments as 

referred to in Section 5:56(1)(a) or (b), or an issuer having its registered office in a non-Member State that has 

issued or intends to issue financial instruments as referred to in Section 5:56(1)(d), or at whose proposal a 

purchase contract in respect of a financial instrument as referred to in those subsections, other than a security, has 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

been established or which proposes such a contract, with the exception of financial instruments that have been or 

will be issued in the context of monetary policy, foreign exchange policy or public debt management, as well as an 

issuer having its registered office in a non-Member State that has issued or intends to issue financial instruments as 

referred to in Section 5:56(1)(a), or at whose proposal a purchase contract in respect of a financial instrument as 

referred to in that subsection, other than a security, was established, or which proposes such a contract, with the 

exception of financial instruments that have been issued in the context of monetary policy, foreign exchange policy 

or public debt management, shall adopt regulations containing rules with regard to the ownership of and 

transactions in shares pertaining to it, or in financial instruments whose value partly depends on the value of those 

shares, by its employees and the persons referred to in Section 5:60(1)(a) and (b). The regulations shall comply 

with the rules to be laid down by Decree. 

5.4.2.3. Additional supervisory powers

Section 5:66 [Cancelled from 1 November 2007] 

Section 5:67

1. Where the Authority for the Financial Markets is convinced that acts have been or are performed in another 

Member State that are contrary to this part, or that certain acts affect financial instruments traded on a regulated 

market in another Member State, it shall inform the supervisory authority of the Member State concerned of this 

as specifically as possible.

2. Where a supervisory authority of another Member State makes a notification comparable to the notification 

referred to in Subsection (1) to the Authority for the Financial Markets, the latter shall take the required 

measures and inform the notifying supervisory authority of the results, and, where possible, of any important 

interim developments.

3. The Authority for the Financial Markets shall consult the supervisory authorities of the other Member States on 

the proposed measures.

Part 5.4.3. Operating in markets in financial instruments

Section 5:68

1. A branch office in the Netherlands of a bank, management company, collective investment scheme, investment 

firm, clearing institution or financial institution holding a supervisory status certificate as referred to in Section 

3:110(1), pension fund or insurer shall observe the rules to be laid down by or pursuant to a Decree with regard 

to honest and ethical business conduct in respect of operating in markets in financial instruments. These rules 

shall in any event seek to achieve that the enterprise referred to in the preceding sentence: 

a. adopts internal regulations with regard to the handling of inside information and with regard to private 

transactions in financial instruments by directors and staff members; 

b. manages conflicts of interest relating to transactions in financial instruments; and 

c. has adequate control mechanisms to ensure compliance with the rules referred to in the opening words. 

2. An exemption from Subsection (1) may be granted by ministerial regulation.

3. On application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a full or 

partial dispensation from the provisions arising from Subsection (1), if the applicant demonstrates that it cannot 

reasonably comply with those provisions and that the objectives which this section seeks to achieve are 

achieved in other ways.

Section 5:69

Section 1:75(1) shall apply mutatis mutandis to pension funds in respect of compliance with the provisions arising 

from this part. 

Chapter 5.5. Public takeover bids
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Part 5.5.1. Rules on mandatory bids

Section 5:70

1. Any party that, either on its own or together with persons with which it acts in joint consultation, acquires, either 

directly or indirectly, predominant control over a public limit company having its registered office in the 

Netherlands whose shares or depositary receipts for shares, issued with the public limited company’s 

concurrence, are admitted to trading on a regulated market, shall make a public takeover bid for all the shares 

and all the depositary receipts for shares issued with the public limited company’s concurrence, and shall 

announce this without delay after the end of the period referred to in Section 5:72(1). 

2. Sections 1:72 to 1:74 shall not apply to this part. 

Section 5:71 

1. Section 5:70(1) shall not apply to a party that: 

a. acquires predominant control over a public limited company that is an investment company whose units are 

repurchased or repaid either directly or indirectly out of the assets at the unit holders’ request; 

b. acquires predominant control by declaring unconditional a public takeover bid concerning all the shares of a 

public limited company, or all the depositary receipts for shares of the public limited company that were 

issued with that company’s concurrence; 

c. is a legal person unrelated to the offeree company whose object is to promote the interests of the offeree 

company and the enterprise affiliated to it, and which will hold the shares for a maximum period of two years 

after the announcement of a public takeover bid in order to protect the offeree company; 

d. is a legal person unrelated to the offeree company which has issued depositary receipts for shares with the 

company’s concurrence; 

e. acquires predominant control in the context of a transfer of the holding entailing predominant control within a 

group as referred to in Section 2:24b of the Dutch Civil Code or between a legal person or company and its 

subsidiary; 

f. acquires predominant control over a public limited company that has been granted a provisional moratorium 

or has been declared insolvent; 

g. acquires predominant control by hereditary succession; 

h. acquires predominant control simultaneously with the acquisition of predominant control over the same 

public limited company by one or more other natural persons, legal persons or companies, on the 

understanding that the obligation referred to in Section 5:70(1) shall lie with the party that can exercise the 

greatest number of voting rights; 

i. has predominant control at the moment when the shares or the depositary receipts for shares issued with 

the company’s concurrence are admitted for the first time to trading on a regulated market; 

j. is a depositary of shares, insofar as it may not exercise the voting rights attached to the shares at its own 

discretion; and 

k. acquires predominant control by entering into a marriage or a registered partnership with a person who 

already has predominant control over the public limited company concerned. 

2. Further rules may be laid down by Decree in respect of Subsection (1), opening words and under (c) and (d). 

Section 5:72

1. The obligation to make a public takeover bid shall lapse if the party with which this obligation lies loses 

predominant control within 30 days of acquiring it, unless: 

a. the loss of predominant control is the result of a transfer of a holding to a natural person, legal person or 

company that may invoke Section 5:71(1); or 

b. the party with which the obligation lies has exercised its voting rights in that period. 

2. The Enterprise Division of the Amsterdam Court of Appeal may, on application of the party with which the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

obligation to make a public takeover bid lies, extend the period referred to in Subsection (1) by a maximum of 60 

days. In taking its decision, the Enterprise Decision shall consider all the interests involved.

3. The Enterprise Division of the Amsterdam Court of Appeal may, on application of the offeree company, any 

holder of shares of the offeree company and any holder of depositary receipts for shares issued with the offeree 

company’s concurrence, rule that the party acquiring predominant control as referred to in Section 5:70(1) will 

not be obliged to make the takeover bid referred to in that subsection where the financial situation of the offeree 

company and the enterprise affiliated to it opposes this.

4. Subsections (1) and (2) shall apply mutatis mutandis to a party which, upon acquiring predominant control 

pursuant to Section 5:71(1)(h), was exempt from the obligation to make a public takeover bid and this 

exemption has ceased to apply, on the understanding that the term of 30 days shall commence at the moment 

when the exemption ceased to apply.

Section 5:73

1. Upon an infringement of Section 5:70, the Enterprise Division of the Amsterdam Court of Appeal shall, on 

application of the offeree company, any holder of shares of the offeree company and any holder of depositary 

receipts for shares issued with the offeree company’s concurrence or a legal person as referred to in Section 

305a of Book 3 of the Dutch Civil Code, order the party that acquired predominant control to make a public 

takeover bid in accordance with the provisions laid down in or pursuant to this chapter.

2. At the request of the applicant referred to in Subsection (1), the Enterprise Division may also:

a. suspend the exercise of the voting right by the party that acquired predominant control during a period to be 

specified by the Enterprise Division; 

b. prohibit the party that acquired predominant control from taking part in the general meeting of shareholders 

during a period to be specified by the Enterprise Division; 

c. order a temporary transfer of the management of shares by the party that acquired predominant control; 

d. suspend or nullify decisions of the general meeting of shareholders. 

3. The Enterprise Division may, on application of the persons referred to in Subsection (1) and the party that 

acquired predominant control, order the party which has predominant control to reduce the holding providing it 

with predominant control within a period to be specified by the Enterprise Division, if: 

a. the obligation to make a public takeover bid results in a concentration within the meaning of Article 3 of 

Council Regulation (EC) No. 139/2004 of 20 January 2004 on the control of concentrations between 

enterprises (OJEU L 24) and the Commission of the European Communities has declared such 

concentration to be incompatible with the common market on the basis of Article 8(3) of that Regulation; 

b. the Netherlands Competition Authority (Nederlandse Mededingingsautoriteit) has refused to issue a licence 

within the meaning of Section 41 of the Competitive Trading Act (Mededingingswet); or 

c. in a case as referred to in Section 39(2)(a) of the Competitive Trading Act, the licence application was not 

submitted within four weeks, or the application was withdrawn. 

4. At the request of the party that made the application referred to in Subsection (1), the Enterprise Division may 

grant preliminary relief.

5. Where necessary, the Enterprise Division shall make arrangements for the consequences of the measures it 

has taken.

6. Orders of the Enterprise Division shall be open only to an appeal in cassation.

Part 5.2.2. Making a public takeover bid and the competence to approve an offer document

Section 5:74

1. No party may make a public takeover bid for securities admitted to trading on a regulated market that has been 

licensed in accordance with Section 5:26(1), unless an offer document approved by the Authority for the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Financial Markets or by a supervisory authority of another Member State has been made generally available 

prior to the takeover bid.

2. The Authority for the Financial Markets may approve the offer document if:

a. the offeree company has its registered office in the Netherlands and the securities are admitted to trading 

on a regulated market in the Netherlands; 

b. the offeree company has its registered office in another Member State, the securities are admitted to 

trading on a regulated market licensed in accordance with Section 5:26(1) and the securities are not also 

admitted to trading on a regulated market in that other Member State; 

c. the offeree company has its registered office in another Member State, the securities are admitted to 

trading on a regulated market licensed in accordance with Section 5:26(1) and also in a Member State 

other than that where the offeree company has its registered office, and the securities were first admitted to 

trading on a regulated market in the Netherlands; 

d. the offeree company has its registered office in another Member State, the securities were admitted 

simultaneously and for the first time to trading on a regulated market licensed in accordance with Section 

5:26(1) and in a Member State other than that where the offeree company has its registered office, and the 

offeree company has opted for approval by the Authority for the Financial Markets; 

e. the offeree company has its registered office in a non-Member State, and the securities are admitted to 

trading on a regulated market licensed in accordance with Section 5:26(1). 

3. Where Subsection (2)(d) applies, the offeree company shall communicate its choice on the first trading day to 

the Authority for the Financial Markets, the supervisory authority concerned in the Member State where the 

regulated market is situated, as well as the market operator that holds a licence as referred to in Section 5:26(1) 

and the relevant market operator of the regulated market situated in another Member State. The offeree 

company shall disclose this choice with due observance of Section 5:25i. 

4. The offeror shall incorporate a reference to the approved offer document in every public announcement with 

regard to the public takeover bid. 

Part 5.5.3. Regulations if the Authority for the Financial Markets is authorised to approve the offer 

document

Section 5:75

1. This part shall apply to public takeover bids regarding which the Authority for the Financial Markets is authorised 

to approve the offer document pursuant to Section 5:74(2). 

2. Section 5:76(2), opening words and under (a), shall also apply to public takeover bids for securities which have 

been issued by an offeree company having its registered office in the Netherlands and which have been 

admitted to trading on a regulated market. 

3. In derogation from Subsection (1), Section 5:76(2), opening words and under (c), shall apply to public takeover 

bids regarding which the offer document has been approved by a supervisory authority of another Member 

State. 

Section 5:76

1. The Authority for the Financial Markets shall approve an offer document if this document complies with the rules 

to be laid down by Decree as regards the data to be included in the offer document.

2. Rules may be laid down by or pursuant to a Decree in respect of the following subjects, with a view to the 

proper operation of the securities markets or the position of investors in those markets:

a. the preparation of, the announcement of, the making of, the course of the procedure of, the declaring 

unconditional of and the information to be supplied with regard to a public takeover bid; 

b. the consideration payable by an offeror; and 

c. the imposition of additional requirements regarding an offer document approved by a supervisory authority 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

of another Member State, and regarding the supply of an offer document. 

Section 5:77

1. Having received the application for approval of the offer document, the Authority for the Financial Markets shall 

inform the applicant of its decision regarding the approval within ten working days.

2. Where Section 4:5 of the General Administrative Law Act is applied, the term referred to in Subsection (1) shall 

commence at the moment when the applicant for approval has provided the additional information. Section 4:15 

of the General Administrative Law Act shall not apply. Within ten working days of submitting the application, the 

applicant shall be informed of the invitation referred to in Section 4:5 of the General Administrative Law Act.

Section 5:78

Within six working days of having been informed of a decision of approval, the offeror shall make its bid by making 

the approved offer document generally available, or shall make a public announcement to the effect that it will not 

make a public takeover bid. 

Part 5.5.4. Additional regulations, exemption and dispensation

Section 5:79

Where the offeror has declared its public takeover bid unconditional, it may not, during a period of one year after 

the offer document was made generally available, acquire securities of the type to which the public takeover bid 

related, either directly or indirectly, at conditions more favourable to the party entitled to those securities than those 

applicable under the public takeover bid. 

Section 5:80

1. Section 1:75(1) shall apply mutatis mutandis to an offeror or offeree company, where that offeror or offeree 

company does not comply with the rules laid down by or pursuant to Section 5:74(1), 5:76(2), 5:78 or 5:79. 

2. Where the Authority for the Financial Markets finds that a public takeover bid is prepared, announced or made 

in contravention of the rules laid down by or pursuant to this chapter, it may, by issuing an instruction, order an 

investment firm involved in this bid to refrain from cooperating in the public takeover bid.

3. Further rules may be laid down by Decree as regards the competence under Subsection (2).

Section 5:80a 

1. A party obliged to make a public takeover bid shall do so at a fair price.

2. The fair price shall be the highest price paid by the offeror or the persons with which it acts in joint consultation 

for securities of the same category or class as that to which the mandatory bid relates during the year preceding 

the announcement of the mandatory bid.

3. The fair price shall be specified by Decree, if:

a. securities are acquired by the offeror or the persons with which it acts in joint consultation for a price in 

excess of the fair price; 

b. the offeror did not acquire any securities of the same category or class as that to which the mandatory bid 

relates during the year preceding the announcement of the mandatory bid. 

4. The fair price shall be stated in securities, money or a combination of securities and money. Further rules shall be 

laid down in this respect by Decree. 

Section 5:80b

1. Where there is an obligation to make a public takeover bid, the Enterprise Division of the Amsterdam Court of 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

Appeal may, on application of the offeror, the offeree company, another holder of shares of the offeree company 

or a holder of depositary receipts issued with the offeree company’s concurrence, determine a fair price, 

whereby derogations from the provisions laid down by or pursuant to Section 5:80a(2) or (3) shall be permitted.

2. The application shall state the grounds on which it is based and shall specify in which respect the fair price must 

be adjusted. The application shall be submitted no later than four weeks after the bid was announced. The 

Enterprise Section shall hear the application with the utmost despatch.

3. The application shall be inadmissible if the fair price under Section 5:80a(2) or (3) differs by less than ten 

percent from the average market price during the three-month period preceding the submission of the 

application.

4. The Enterprise Section may only grant the application if the fair price referred to in Section 5:80a has a 

disproportionate effect on the applicant’s interests.

5. Further rules may be laid down by Decree as regards the consequences of granting an application for the 

course of the procedure and the information to be supplied in respect of a public takeover bid.

Section 5:81

1. An exemption from the provisions laid down by or pursuant to Section 5:70 may be granted by Decree. An 

exemption may be subject to limitations and conditions with a view to the proper operation of the securities 

markets or the position of investors in those markets. The proposal for the Decree referred to in Subsection (1) 

shall not be made any earlier than four weeks after the draft was submitted to Parliament.

2. An exemption from the provisions laid down by or pursuant to Sections 5:74(1), 5:76(1) and (2) or 5:79 may be 

granted by ministerial regulation. An exemption may be subject to limitations and conditions with a view to the 

proper operation of the securities markets or the position of investors in those markets.

3. On application, the Authority for the Financial Markets may grant a full or partial dispensation from the provisions 

laid down by or pursuant to Sections 5:74(1), 5:76(1) and (2), 5:78 or 5:79, if the applicant demonstrates that it 

cannot reasonably comply with those provisions and that the objectives which these sections seek to achieve 

are achieved in other ways. 

Section 5:82

A Decree adopted pursuant to Sections 5:71(2), 5:76(2), 5:80a(3) or (4), or 5:80b(5) shall be submitted to 

Parliament. It shall enter into force at a time to be determined by Royal Decree after four weeks have elapsed since 

its submission, unless a wish is expressed within that term by or on behalf of either House, or by at least one fifth of 

the constitutional number of members of either House, that the entry into force of the Decree must be regulated by 

an Act of Parliament. In that case, a legislative proposal to that effect shall be submitted without delay. If the 

legislative proposal is withdrawn, or if Parliament decides not to adopt the proposal, the Decree shall be withdrawn. 

Section 5:83

A dispensation from the prohibition referred to in Section 6a(1) of the Act on the Supervision of the Securities Trade 

1995, or from the requirements referred to in Section 6a(3) of the Act on the Supervision of the Securities Trade 

1995, that was granted pursuant Section 6c(1) of the Act on the Supervision of the Securities Trade 1995 shall be 

based on Section 5:81(3) from the moment the Act on Financial Supervision enters into force. 

Chapter 5.6. Rules on the application of a code of conduct by institutional investors

Section 5:86

1. An institutional investor having its registered office in the Netherlands and an invested capital which includes 

shares or depositary receipts for shares admitted to trading on a regulated market, a multilateral trading facility 

or a system comparable with a regulated market or multilateral trading facility in a non-Member State, shall 

report its compliance with the principles and best practice provisions of the code of conduct designated 

pursuant to Section 391(5) of Book 2 of the Dutch Civil Code that are directed at institutional investors. If the 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

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and Decrees) is decisive. No rights can be derived from this translation.

institutional investor failed to comply with those principles or best practice provisions, either fully or in part, in the 

most recently completed financial year, or does not intend to comply with them in full in the current and 

subsequent financial years, it shall make a statement to this effect, giving its reason.

2. The institutional investor shall issue the report and the statement referred to in Subsection (1) at least once in 

the course of each financial year:

a. in its annual report; 

b. on its website; or 

c. to each participant or client individually that has given its express prior consent to be so approached. 

3. A participant within the meaning of the preceding subsection shall also be understood to mean a participant as 

referred to in Section 1(1)(g) of the Pension and Savings Funds Act (Pensioen- en spaarfondsenwet). 

4. Section 1:15 shall not apply to the preceding subsections. 

Section 5:87

An exemption from Section 5:86 may be granted by ministerial regulation. 

6. Supervision of Financial Market Infrastructure [reserved] 

7. Final Provisions 

Section 7:1 

Before publication of this Act in the Bulletin of Acts, Orders and Decrees (Staatsblad), Our Minister shall 

redetermine the numbering of the sections, divisions, parts and chapters of this Act, and shall adjust the citations of 

and references to sections, divisions, parts and chapters in this Act to the new numbering. 

Section 7:2

This Act shall enter into force at a time to be determined by or pursuant to an Act of Parliament. 

Section 7:3

This Act shall be cited as: the Act on Financial Supervision (Wet op het financieel toezicht). 

We order and command that this Act shall be published in the Bulletin of Acts, Orders and Decrees, and that all 

ministerial departments, authorities, bodies and officials whom it may concern shall diligently implement it. 

Done at The Hague, 28 September 2006 

 Beatrix 

The Minister of Finance, 

G. Zalm 

Published on the thirty-first of October 2006 

The Minister of Justice, 

E.M.H. Hirsch Ballin 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

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Sectors Annex 

The business of a life insurer shall be subdivided into the following sectors: 

1. General Life Insurance: capital sum, pension and annuity insurance contracts, with the exception of the 

insurance contracts included in sectors 2 and 3, insurance contracts providing for the funeral of a human 

being under which a performance is delivered that is exclusively non-monetary, as well as supplementary 

insurance contracts as referred to in Section 1(2), such as disability insurance contracts and accidental 

death insurance contracts. 

2. Life Insurance relating to Marriage or Birth 

3. Life Insurance relating to Common Funds 

4. Permanent Health Insurance: non-cancellable long-term health insurance contracts concluded with 

residents of Ireland or the United Kingdom. 

5. Participation in Savings Funds 

6. Capitalisation Operations: operations based on an actuarial savings technique with a view to capital 

accumulation, consisting of commitments which are fixed in terms of duration and amount in exchange for 

one-off or regular payments. 

7. Management of Group Pension Funds: management of the investments of pension funds, including the 

assets securing the provision for pension commitments. 

The business of a non-life insurer shall be subdivided into the following sectors, encompassing the risks specified: 

1. Accident: 

 a. fixed benefits in respect of accidents and occupational illnesses; 

 b. other benefits in respect of accidents and occupational illnesses. 

2. Health: 

 a. fixed benefits in respect of illnesses other than occupational illnesses; 

 b. other benefits in respect of illnesses other than occupational illnesses. 

3. Land Vehicles: damage to motor vehicles and other vehicles, with the exception of damage to railway 

rolling stock. 

4. Railway Rolling Stock: damage to railway rolling stock. 

5. Aircraft: 

 damage to aircraft. 

6. Ships (sea, lake, river and canal vessels): damage to sea, lake, river and canal vessels. 

7. Goods in Transit: damage to goods in transit or baggage, regardless of the nature of the means of 

transport. 

8. Fire and Natural Forces: damage to property (with the exception of damage falling into the sectors Land 

Vehicles, Railway Rolling Stock, Aircraft, Ships (sea, lake, river and canal vessels) and Goods in Transit) 

where such damage was caused by fire, explosion, storm or other natural forces (with the exception of 

hail and frost), nuclear power or subsidence. 

9. Other Damage to Property: damage to property (with the exception of damage included in the sectors 

Land Vehicles, Railway Rolling Stock, Aircraft, Ships (sea, lake, river and canal vessels) and Goods in 

Transit) where such damage is caused by hail or frost, or by any other forces not falling into the Fire and 

Natural Forces sector. 

10A. Motor Vehicle Liability: 

 liability arising from the use of motor vehicles (with the exception of liability falling into the Road Transport 

Liability sector). 

10B. Road Transport Liability: 

 liability arising for the carrier from goods transport by road (with the exception of liability falling into the 

Motor Vehicle Liability sector). 

11. Aircraft Liability: liability arising from the use of aircraft, including liability on the part of the carrier. 

12. Liability for Ships (sea, lake, river and canal vessels): liability arising from the use of sea, lake, river and 

canal vessels, including liability on the part of the carrier. 

13. General Liability: other forms of liability not falling into the sectors Motor Vehicle Liability, Road Transport 

Liability, Aircraft Liability and Liability for Ships (sea, lake, river and canal vessels). 

14. Credit: damage resulting from general insolvency, export credit, mortgage loans or agricultural credit 

granted, and instalment sales. 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

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15. Suretyship: damage resulting from direct suretyship and indirect suretyship granted. 

16. Various Monetary Losses: monetary losses resulting from risks not falling into any of the other sectors. 

17. Legal Assistance: services provided and costs incurred in particular with a view to the recovery of damage 

sustained by an insured party and the latter’s defence counsel or representative, both in and out of court 

(with the exception of the activities carried out in defending or representing an insured party which an 

insurer performs partly in its own interest under a liability insurance contract). 

18. Assistance: immediate assistance to persons in difficulties who are travelling or staying outside their place 

of residence (with the exception of maintenance services, after-sales services and the mere designation 

or making available of assistance by a broker). 
Unofficial translation of Wet op het financieel toezicht dated 12 

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Annex to Section 1:79 of the Act on Financial Supervision 

Violation of regulations laid down by or pursuant to Section: 

Part 1, General Provisions 

1:10 

1:12(3) and (4) 

1:58c(2) 

1:74(1) 

Part 2, Market Access of Financial Enterprises 

2:4(1) 

2:6(1) 

2:8(1) 

2:9(1) and (2) 

2:10(1), (2) and (4) 

2:11(1) 

2:15 

2:16(1) and (3) 

2:18(1) and (2) 

2:19 

2:20(1) 

2:23(1) 

2:25(1) and (2) 

2:26 

2:27(1) 

2:35 

2:36(1) to (5) 

2:38(1) and (2) 

2:39(1) and (2) 

2:40 

2:45(1) to (4) 

2:46(1) to (3) 

2:48(1) 

2:50(1) 

2:52(1) 

2:53(1) and (2) 

2:54(1), (2) and (4) 

2:55(1) 

2:60(1) 

2:65(1) and (2) 

2:71(1) 

2:72, (1) to (3) 

2:73(1) and (2) 

2:75(1) 

2:80(1) 

2:81(4) 

2:84(2) 

2:86(1) 

2:90(2) 

2:92(1) 

2:96 

2:100(2) 

2:101(1) 

2:102(1) 

2:103 

2:107(1) 

2:108(1) 

2:110(1) 

2:111(1) 

2:112(1) 

2:114(1) 
Unofficial translation of Wet op het financieel toezicht dated 12 

October 2006. 

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2:115(1) 

2:117(1) 

2:118(1) 

2:120(1) 

2:121(1) 

2:122(1) 

2:123(1) 

2:125(1) 

2:126(1) 

2:127(1) 

2:128(5) 

2:129(1) and (3) 

2:130(1) 

Part 3, Prudential Supervision of Financial Enterprises 

3:5(1) and (4) 

3:6(1) 

3:7(1) and (4) 

3:8 

3:9(1) 

3:10(1) to (3) 

3:15(1) and (2) 

3:16(1) to (3) 

3:17(1) and (2) 

3:18(1) to (3) 

3:19(1) and (2) 

3:20 

3:21(1) and (2) 

3:24 

3:29(1) to (3) 

3:30(1) 

3:32 

3:34(1) and (2) 

3:35 

3:36(1), (2) and (4) 

3:37(1) to (3) 

3:38 

3:39(1) and (2) 

3:40 

3:41 

3:42 

3:43(2) 

3:44(1) 

3:47(1) to (3), (5) and (6) 

3:48 

3:51 

3:52 

3:53(1) to (3) 

3:54(3) 

3:55(2) 

3:57(1) and (2) 

3:59(2) 

3:62(2) 

3:63(1) and (2) 

3:67(1) to (4) 

3:68(1) and (3) 

3:69(1) and (2) 

3:70(1) 

3:71(1) and (2) 

3:72(1), (3) to (7) and (9) 

3:73 

3:74(1) and (2) 

3:74a(1) to (4) 
Unofficial translation of Wet op het financieel toezicht dated 12 

October 2006. 

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3:75 

3:76(1) and (2) 

3:77 

3:78(1) and (2) 

3:81(1) to (3) 

3:82(1) and (2) 

3:83(1) and (2) 

3:86(1) and (2) 

3:87(1) and (2) 

3:88(4) 

3:89(1) 

3:95(1) 

3:96(1) 

3:99(1) 

3:103(2) 

3:104(1) and (3) 

3:105(4) 

3:106(1) 

3:108(1) and (3) 

3:110(4) and (5) 

3:111(3) 

3:111a(1) and (2) 

3:116 

3:119(1) 

3:120(1), (2), (4) and (5) 

3:124(2) 

3:125(1) 

3:129(1) 

3:132(1) to (3) 

3:135(1) 

3:136(1) to (3) 

3:137 

3:138(1) 

3:139(1) 

3:141(1) 

3:143 

3:144(1) 

3:145(1) 

3:146(1) 

3:148(1) 

3:151(3) 

3:153 

3:155(1) and (3) 

3:156(6) and (10) 

3:158(3) and (4) 

3:175(3) 

3:196 

3:259(1) 

3:262 

3:263(1) to (3) 

3:264(1) 

3:267(3) and (4) 

3:269(1) and (2) 

3:271 

3:272(1) 

3:273(1) 

3:277a(1) 

3:279(1) and (4) 

3:280(2) to (4) 

3:280a(2) 

3:284(2) and (3) 

3:285(1) and (2) 

3:286(1) and (2) 

3:296(1), (2) to (4) and (8) 
Unofficial translation of Wet op het financieel toezicht dated 12 

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3:297(1) to (3) and (5) 

3:298(1) to (3) and (5) 

3:299(1) and (3) 

Part 4, Conduct of Business Supervision of Financial Enterprises 

4:3(1) 

4:4(1) 

4:4a 

4:5(3) 

4:6(2) 

4:6a(1) 

4:9(1) and (2) 

4:10(1) 

4:11(1) to (4) 

4:13(1) and (2) 

4:14(1) and (2) 

4:15(1) and (2) 

4:16(1) to (3) 

4:17(1) and (3) 

4:18a(1) and (2) 

4:18b(2) 

4:18c(3) 

4:18d(1) and (2) 

4:18e(1) and (2) 

4:19(1) to (3) 

4:20(1), (3) and (4) 

4:21 

4:22(1) 

4:23(1) to (3) 

4:24(1) to (3) and (5) 

4:25(1) 

4:26(1) to (5) 

4:27(1), (2) and (4) 

4:30a(1) to (3) 

4:31(1) and (2) 

4:32(1) 

4:33(1) to (3) 

4:35 

4:39 

4:40 

4:41 

4:42 

4:43(1) and (2) 

4:44(1) and (2) 

4:46(1) to (4) 

4:46a 

4:47(1) to (4) 

4:48(1) and (2) 

4:49(1) to (3) 

4:50(1) and (2) 

4:51(1), (2) and (4) 

4:52(1) to (3) 

4:52a 

4:53 

4:55 

4:56(1) 

4:57 

4:58 

4:59(1) and (2) 

4:60(5) 

4:61(1) 

4:62(1) and (2) 

4:63(1) 
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4:65(1) to (3) 

4:66 

4:67(1) 

4:68(1) 

4:69(1) 

4:70(1) to (7) 

4:71(1) to (5) 

4:72(3) 

4:73(3) 

4:74(1) 

4:75(1) to (3) 

4:76(1) and (3) 

4:77(1) to (4) 

4:78(1) and (2) 

4:83(1) 

4:84(1) and (2) 

4:85(1), (4) and (5) 

4:86 

4:87(1) to (4) 

4:88(1) to (4) 

4:89(1) and (2) 

4:89a(1) and (2) 

4:90(1) and (2) 

4:90a(1) to (5) 

4:90b(1) to (10) 

4:90c(1) to (4) 

4:90d(1), (2) and (4) 

4:90e(1) to (5) and (8) 

4:91a(1), (3) to (7) and (9) 

4:91b 

4:91c(1) and (2) 

4:91d(1) and (2) 

4:91g(1) to (4) 

4:91i 

4:91j(1), (2) and (5) 

4:91k(1) and (2) 

4:91l(1) and (2) 

4:93(1) and (2) 

4:94(2) and (3) 

4:95(2) and (3) 

4:96(1) and (2) 

4:97(3) 

4:99(1) and (2) 

4:100(2) and (3) 

4:100a(1) and (2) 

4:100b(1) to (3) 

4:100c 

4:100d(1) and (2) 

Part 5, Market Conduct Supervision 

5:2 

5:16(2) 

5:18(2) 

5:20(3) and (4) 

5:21(1) and (3) to (7) 

5:23(1) and (5) 

5:24(1), (3) and (4) 

5:26(1) 

5:27(3) and (4) 

5:29(1), (2), (4) and (5) 

5:30 

5:31(1), (3) and (4) 

5:32(1) to (4) 
Unofficial translation of Wet op het financieel toezicht dated 12 

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5:32a(1) to (3) 

5:32b(1), (2), (3) and (5) 

5:32c 

5:32d(1) 

5:32e 

5:32f(1) 

5:32g 

5:32j(1) to (3) 

5:32k(1), (2) and (4) 

5:32l(1) to (3) 

5:32m 

5:51(1) 

5:58(1) 

5:59(1), (2), (5), (7) and (8) 

5:60(3) 

5:61(1) 

5:64(1) and (3) to (7) 

5:65 

5:66 

5:68(1) 

5:71(1), (3) and (8) 

5:72 

5:74(1) and (4) 

5:76(2) 

5:78(1) 

5:79 

5:80 

5:81 

Prospectus Regulation 

Article 26(5) 

Article 27 

Article 29 

Article 30 

Article 34 

Regulation implementing the Markets in Financial Instruments Directive

7 

8(1) and (2) 

17(1) 

24 

27(1) 

29(1) to (5) 

36 

37 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

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Annex to Section 1:80 of the Act on Financial Supervision

Violation of regulations laid down by or pursuant to Section: 

Part 1, General Provisions 

1:10 

1:12(3) and (4) 

1:58c(2) 

1:74(1) 

Part 2, Market Access of Financial Enterprises 

2:4(1) 

2:6(1) 

2:8(1) 

2:9(1) and (2) 

2:10(1), (2) and (4) 

2:11(1) 

2:15(1) and (2) 

2:16(1) and (3) 

2:18(1) and (2) 

2:19 

2:20(1) 

2:23(1) 

2:25(1) and (2) 

2:26 

2:27(1) 

2:35 

2:36(1) to (5) 

2:38(1) and (2) 

2:39(1) and (2) 

2:40 

2:45(1) to (4) 

2:46(1) to (3) 

2:48(1) 

2:50(1) 

2:52(1) 

2:53(1) and (2) 

2:54(1), (2) and (4) 

2:55(1) 

2:60(1) 

2:65(1) and (2) 

2:71(1) 

2:72(1) to (3) 

2:73(1) and (2) 

2:75(1) 

2:80(1) 

2:81(3) and (4) 

2:84(2) 

2:86(1) 

2:90(2) 

2:92(1) 

2:96 

2:99(4) and (5) 

2:100(2) 

2:101(1) 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

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2:102(1) 

2:103 

2:103a 

2:107(1) 

2:108(1) 

2:110(1) 

2:111(1) 

2:112(1) 

2:114(1) 

2:115(1) 

2:117(1) 

2:118(1) 

2:120(1) 

2:121(1) 

2:122(1) 

2:123(1) 

2:125(1) 

2:126(1) 

2:127(1) 

2:128(5) 

2:129(1) and (3) 

2:130(1) 

Part 3, Prudential Supervision of Financial Enterprises 

3:5(1) and (4) 

3:6(1) 

3:7(1) and (4) 

3:8 

3:9(1) 

3:10(1) to (3) 

3:15(1) and (2) 

3:16(1) to (3) 

3:17(1) and (2) 

3:18(1) to (3) 

3:19(1) and (2) 

3:20 

3:21(1) and (2) 

3:24 

3:29(1) to (3) 

3:30(1) 

3:32 

3:34(1) and (2) 

3:35 

3:36(1), (2) and (4) 

3:37(1) to (3) 

3:38 

3:39(1) and (2) 

3:40 

3:41 

3:42 

3:43(2) 

3:44(1) 

3:47(1) to (3), (5) and (6) 

3:48 

3:51 

3:52 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

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3:53(1) to (3) and (5) 

3:54(3) 

3:55(2) 

3:57(1), (2) and (5) 

3:59(2) 

3:62(2) 

3:63(1) to (3) 

3:67(1) to (4) 

3:68(1) and (3) 

3:69(1) and (2) 

3:70(1) 

3:71(1) and (2) 

3:72(1), (3) to (7) and (9) 

3:73 

3:74(1) and (2) 

3:74a(1) to (4) 

3:75 

3:76(1) and (2) 

3:77 

3:78(1) and (2) 

3:81(1) to (3) 

3:82(1) and (2) 

3:83(1) and (2) 

3:86(1) and (2) 

3:87(1) and (2) 

3:88(1), (2) and (4) 

3:89(1) 

3:95(1) 

3:96(1) 

3:99(1) 

3:103(1) and (2) 

3:104(1) and (3) 

3:105(4) 

3:106(1) 

3:108(1) to (3) 

3:110(4) and (5) 

3:111(3) 

3:111a(1) and (2) 

3:112(1) 

3:113(1) and (2) 

3:116 

3:119(1) 

3:120(1) to (5) 

3:124(2) 

3:125(1) 

3:126(1) 

3:129(1) and (2) 

3:131(1) 

3:132(1) to (3) 

3:135(1) 

3:136(1) to (3) 

3:137 

3:138(1) 

3:139(1) 

3:141(1) 

3:143 

3:144(1) 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

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3:145(1) 

3:146(1) 

3:148(1) 

3:151(3) 

3:153 

3:155(1) and (3) 

3:156(6) and (10) 

3:158(3) and (4) 

3:175(3) 

3:196 

3:259(1) and (2) 

3:262 

3:263(1) to (3) 

3:264(1) 

3:267(3) and (4) 

3:269(1) and (2) 

3:271 

3:272(1) 

3:273(1) 

3:277a(1) 

3:279(1) and (4) 

3:280(2) to (4) 

3:280a(2) 

3:284(2) and (3) 

3:285(1) and (2) 

3:286(1) and (2) 

3:296(1), (2) to (4) and (8) 

3:297(1) to (3) and (5) 

3:298(1) to (3) and (5) 

3:299(1) and (3) 

Part 4, Conduct of Business Supervision of Financial Enterprises

4:3(1) 

4:4(1) 

4:4a 

4:5(2) and (3) 

4:6(1) and (2) 

4:6(2) 

4:6a(1) 

4:9(1) and (2) 

4:10(1) 

4:11(1) to (4) 

4:13(1) and (2) 

4:14(1) and (2) 

4:15(1) and (2) 

4:16(1) to (3) 

4:17(1) and (3) 

4:18a(1) and (2) 

4:18b(2) 

4:18c(3) 

4:18d(1) and (2) 

4:18e(1) and (2) 

4:19(1) to (3) 

4:20(1), (3) and (4) 

4:21 

4:22(1) 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

4:23(1) to (3) 

4:24(1) to (3) and (5) 

4:25(1) 

4:26(1) to (5) 

4:27(1), (2) and (4) 

4:30a(1) to (3) 

4:31(1) and (2) 

4:32(1) 

4:33(1) to (3) 

4:34(1) to (3) 

4:35 

4:39 

4:40 

4:41 

4:42 

4:43(1) and (2) 

4:44(1) and (2) 

4:46(1) to (4) 

4:46a 

4:47(1) to (4) 

4:48(1) and (2) 

4:49(1) to (3) 

4:50(1) and (2) 

4:51(1), (2) and (4) 

4:52(1) to (3) 

4:52a 

4:53 

4:55 

4:56(1) 

4:57 

4:58 

4:59(1) and (2) 

4:60(5) 

4:61(1) 

4:62(1) and (2) 

4:63(1) and (2) 

4:65(1) to (3) 

4:66 

4:67(1) 

4:68(1) 

4:69(1) 

4:70(1) to (7) 

4:71(1) to (5) 

4:72(1) and (3) 

4:73(1) and (3) 

4:74(1) 

4:75(1) to (3) 

4:76(1) and (3) 

4:77(1) to (4) 

4:78(1) and (2) 

4:83(1) 

4:84(1) and (2) 

4:85(1), (4) and (5) 

4:86 

4:87(1) to (4) 

4:88(1) to (4) 

4:89(1) and (2) 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

4:89a(1) and (2) 

4:90(1) and (2) 

4:90a(1) to (5) 

4:90b(1) to (10) 

4:90c(1) to (4) 

4:90d(1), (2) and (4) 

4:90e(1) to (5) and (8) 

4:91a(1), (3) to (7) and (9) 

4:91b 

4:91c(1) and (2) 

4:91d(1) and (2) 

4:91g(1) to (4) 

4:91i 

4:91j(1), (2) and (5) 

4:91k(1) and (2) 

4:91l(1) and (2) 

4:93(1) and (2) 

4:94(1) to (3) 

4:95(1) to (3) 

4:96(1) and (2) 

4:97(1) to (3) 

4:99(1) and (2) 

4:100(1) to (3) 

4:100a(1) and (2) 

4:100b(1) to (3) 

4:100c 

4:100d(1) and (2) 

Part 5, Market Conduct Supervision 

5:2 

5:16(2) 

5:18(2) 

5:20(1) to (4) 

5:21(1) to (7) 

5:23(1) and (5) 

5:24(1), (3) and (4) 

5:26(1) 

5:27(3) and (4) 

5:29(1), (2), (4) and (5) 

5:30 

5:31(1), (3) and (4) 

5:31 

5:32(1) to (4) 

5:32a(1) to (3) 

5:32b(1) to (3) and (5) 

5:32c 

5:32d(1) 

5:32e 

5:32f(1) 

5:32g 

5:32j(1) to (3) 

5:32k(1), (2) and (4) 

5:32l(1) to (3) 

5:32m 

5:34(1) and (2) 

5:35(1) to (4) 
Unofficial translation of Wet op het financieel toezicht dated 12 October 2006. 

Only the official text in Dutch language as published in the ‘Staatsblad’ (Dutch Bulletin of Acts, Orders 

and Decrees) is decisive. No rights can be derived from this translation.

5:36 

5:37 

5:38(1) and (2) 

5:39(1) 

5:40 

5:41(1) and (2) 

5:42 

5:43(1) and (2) 

5:44 

5:48(3) to (8) and (10) 

5:50 

5:51(1) 

5:56(1), (3) and (7) 

5:57(1) 

5:58(1) 

5:59(1), (2), (5), (7) and (8) 

5:60(1) and (3) 

5:61(1) 

5:62(1) and (3) 

5:63(3) 

5:64(1) and (3) to (7) 

5:65 

5:66 

5:68(1) 

5:71(1), (3) and (8) 

5:72 

5:74(1) 

5:76(2) 

5:78(1) 

5:79 

5:80 

5:81 

Prospectus Regulation 

Article 26(5) 

Article 27 

Article 29 

Article 30 

Article 34 

Regulation implementing the Markets in Financial Instruments Directive

7 

8(1) and (2) 

17(1) 

24 

27(1) 

29(1) to (5) 

36 

37