Netherlands: Dutch Private Placement Regime Amended

The Financial Markets Supervision Act 2014 will soon enter into force and clarifies the Dutch private placement regime for marketing AIFs in the Netherlands and the resulting obligations.

The Dutch First Chamber, on 19 November 2013, formally adopted the Financial Markets Supervision Act Amendment 2014 (Wijzigingswet financiële markten 2014; the"2014 Act"). The 2014 Act is expected to enter into force on 1 January 2014.


The 2014 Act corrects certain inadequacies in the current Financial Markets Supervision Act ("FMSA"). The amendments pertain to the Dutch private placement regime (section 1:13b FMSA) that (i) a non-EEA AIFM can rely on for the offering of units in an AIF in the Netherlands or managing an AIF with seat in the Netherlands, and (ii) an EEA AIFM with an AIFMD licence can rely on for the offering of units in a non-EEA AIF.

According to the 2014 Act:

(a) a non-EEA AIFM can rely on the private placement regime if:

  • the units in the AIF are only offered to qualified investors;
  • the state where the AIFM is established is not listed as a non-cooperative country and territory by the Financial Action Task Force;
  • a cooperation agreement is in place between the Netherlands Authority for the Financial Markets ("AFM") and the supervisory authorities of the home state of the AIFM, (the "PPR Requirements").

Although it does not follow from section 1:13b FMSA that notification to the AFM is required, the AFM recently published a notification form (follow this link for notification form) which non-EEA AIFMs must complete if they wish to rely on the Dutch private placement regime. After emailing a completed notification form to the AFM, the non-EEA AIFM may start marketing the identified AIF to qualified investors in the Netherlands. An additional requirement that stems simultaneously with the notification form is the submission of an attestation from the AIFM's competent authority, and if applicable, the competent authority of the country where the non-EU AIF is established, confirming its ability to effectively comply with the cooperation agreement as referred to above.

(b) an EEA AIFM with an AIFMD licence can rely on the private placement regime for its non-EEA AIF if the PPR Requirements are met, provided that the PPR Requirements pertain to the AIF instead of the AIFM.

Currently, no similar notification form for EEA AIFMs regarding a non-EEA AIF is available on the AFM's website. The AFM has not announced whether this notification will become a requirement in the future.

On-going requirements

Non-EEA AIFMs and EEA AIFMs that rely on the Dutch private placement regime are still subject to a number of transparency and on-going requirements in accordance with article 36 AIFMD (for EEA AIFMs) and 42 AIFMD (for non-EEA AIFMs). From the 2014 Act it follows that the Netherlands has made use of the possibility to impose an obligation on the EEA AIFM that the AIF of which it offers units in the Netherlands must have a depositary in conformity with article 21 AIFMD. We understand, however, that a supplemental act is being prepared which seeks to cancel this last requirement.

The private placement regime is only applicable if units in an AIF are offered to qualified investors in the Netherlands. Except for Dutch licensed AIFMs, there is no private placement regime available for offering units to non-professional investors in the Netherlands.

The AFM and the Dutch Ministry of Finance have indicated that these rules will be amended to allow marketing by EEA AIFMs with an AIFMD licence to non-professional investors in the Netherlands, provided that additional requirements for the marketing to non-professional investors are met (the " top-up retail rules").

The pre-AIFMD "adequate supervision regime" will remain in place until July 2018 and allows AIFMs established in non-EEA countries designated by the Dutch Minister of Finance to market units in an AIF or manage Dutch AIFs to non-professional investors in the Netherlands without requiring a licence. Guernsey, Jersey and the USA (but only if the manager is subject to SEC registration) are expected to remain designated countries. AIFMs relying on this regime must comply with a number of continuing obligations in the Netherlands, including the "top-up retail rules" for the marketing to non-professional investors.

The "adequate supervision regime" that was in place for EEA AIFs with seat in Ireland and Luxembourg was cancelled as from 22 July 2013. The EEA AIFs that relied on this regime prior to 22 July 2013 may use this regime until 22 July 2014. If the private placement rules for marketing to non-professional investors are not amended as mentioned above prior to 22 July 2014, these EEA AIFs will be forced to have an AIFM that is licensed in the Netherlands.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions