NETHERLANDS Law and Practice Contributed by: Eduard Scheenstra, Etiënne Courbois and Jenny Noordermeer, CMS
2. Authorisation 2.1 Providing Financing to a Company In the Netherlands, lending by banks and non-banks towards a non-consumer, such as companies, does not constitute a regulated activity and does not require a licence, provided that the lending activity is not combined with attracting deposits or other repayable funds from the public. Generally, a non-consumer is understood to be any party other than a natural per- son who is not acting in the course of its business or profession. 3. Structuring and Documentation 3.1 Restrictions on Foreign Lenders Providing Loans Like domestic lenders, foreign lenders are free to pro- vide loans to businesses or institutions in the Nether- lands. Offering loans to parties other than retail clients is not considered a regulated financial activity. 3.2 Restrictions on Foreign Lenders Receiving Security Providing security or guarantees to lenders does not constitute a regulated activity. 3.3 Restrictions and Controls on Foreign Currency Exchange In the Netherlands, there are no restrictions or controls on exchanging or transferring foreign currency. At the EU level, however, the European Parliament and the Council have the authority to implement special meas- ures concerning capital movements to or from non- EU countries, particularly where these involve direct investments (such as real estate), business establish- ment, financial services, or the listing of securities on capital markets. Additionally, the Dutch Act on Foreign Financial Relations 1994 ( Wet financiële betrekkingen buitenland 1994 ) imposes limited reporting obligations for certain cross-border payments. 3.4 Restrictions on the Borrower’s Use of Proceeds There are no regulatory restrictions on the borrower’s use of proceeds from loans or debt securities, other
ESG and Digitalisation Demand for ESG-linked financing is rising, with sus- tainability-linked loans and green bonds tying terms to ESG performance. Digitalisation and fintech integra- tion are streamlining credit assessment and loan ser- vicing, while advanced analytics enable more precise and tailored financing solutions. 1.6 ESG/Sustainability-Linked Lending The Netherlands is a leading market for ESG and sustainability-linked lending, with strong participa- tion from banks, corporates, and regulators. The most active sectors include real estate, renewable energy, and agriculture, but the trend is spreading across the wider economy. The focus is on measurable impact, transparency, and alignment with both national and EU-level sustainability goals. Dutch banks and corporates have been at the forefront of adopting SLLs, where loan terms (such as interest rates) are linked to the borrower’s achievement of pre- agreed sustainability performance targets. This trend has accelerated, with a growing number of large Dutch companies, including those in real estate, energy, and agriculture, entering into such arrangements. The Dutch government and financial regulators have introduced various measures to encourage sustain- able finance. The Dutch Central Bank ( De Neder- landsche Bank ) has been vocal about climate-related financial risks and has encouraged financial institu- tions to integrate ESG factors into their risk manage- ment frameworks. There is a strong emphasis on transparency and stand- ardisation in the Dutch market. Many Dutch lenders and borrowers adhere to international frameworks such as the Loan Market Association’s Sustainability Linked Loan Principles, and there is a push for clear, measurable, and ambitious sustainability targets. The Netherlands is closely aligned with broader Euro- pean Union initiatives, such as the EU Taxonomy for sustainable activities and the Sustainable Finance Disclosure Regulation (SFDR), which are shaping the way ESG factors are integrated into lending and investment decisions.
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