NETHERLANDS Law and Practice Contributed by: Eduard Scheenstra, Etiënne Courbois and Jenny Noordermeer, CMS
8.4 Foreign Ownership Under Dutch law, there are no restrictions on the abil- ity of foreign entities to own or otherwise have real property or water rights relating to the project or of foreign lenders to hold or exercise remedial rights on
projects. The choice of financing depends on project size and sector. A typical Dutch project finance structure involves sen- ior debt, subordinated or mezzanine debt and sponsor equity. The financing is usually arranged through a special purpose vehicle (SPV), which owns the project assets and enters into all relevant project agreements. Security is taken over the SPV’s shares, assets, and project contracts, and cash flows are ring-fenced to service the debt. 8.7 Natural Resources The Netherlands ranks among Europe’s leading pro- ducers and exporters of natural gas, with the Gron- ingen field recognised as one of the world’s largest onshore gas reserves. In 2018, the Dutch government announced that all natural gas extraction from the Groningen field would be phased out in the coming years. This decision was prompted by the adverse effects of gas extraction in the Groningen province, particularly the occurrence of earthquakes and the resulting damage to buildings. To engage in the exploration or production of miner- als, it is necessary to obtain an exploration or mining permits. 8.8 Environmental, Health and Safety Laws Applicable Environmental Legislation and Key Considerations for Projects In the Netherlands, the Environment and Planning Act ( Omgevingswet ) is the central framework governing environmental, health, and safety regulations for pro- jects. This act regulates permits and procedures for activities affecting the physical environment, including construction, demolition, spatial planning, and envi- ronmental impacts such as noise, air, and soil pollu- tion. Environmental Plans and Permits Each municipality maintains an environmental plan that sets out rules for land use, construction, and envi- ronmental quality (eg, soil standards). Projects must comply with these plans, and any deviation requires a permit, which is assessed by the competent authority – typically the municipality.
liens on any such property. 8.5 Structuring Deals
When structuring a project company in the Nether- lands, the choice of legal entity – most commonly a private limited liability company (BV) – is key, as it affects liability, governance, tax, and regulatory obli- gations. Dutch corporate law, especially the Civil Code, governs these entities. While foreign invest- ment is generally unrestricted, both domestic and foreign investors may face specific regulatory require- ments under laws such as the Investment, Mergers and Acquisitions Security Screening Act ( Wet Vifo ), the Electricity Act, the Gas Act (to be replaced by the Energy Act in 2026), and the Telecommunications Act. These frameworks require security screenings for investments involving control over vital providers or sensitive technology. The Energy Act also imposes notification requirements for certain energy-related acquisitions. From November 2025, the Security Screening Defence-Related Industry Act will add fur- ther checks for defence-related investments. Addi- tionally, state aid rules and the EU Foreign Subsidies Regulation may apply, requiring notification of certain transactions. 8.6 Common Financing Sources and Typical Structures Project financings in the Netherlands draw on a variety of funding sources: • Large Projects: These are typically funded by Dutch and international banks (syndicated loans), sometimes with support from export credit agen- cies or institutional investors (such as pension funds) through project bonds. • Small Projects: These are more likely to rely on local banks, private equity, or alternative lenders. The Dutch market sees banks as the main source, but institutional and alternative investors are increas- ingly active, especially for larger or renewable energy
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