NETHERLANDS Law and Practice Contributed by: Coco van Zuiden, Marijn Bodelier, Sabine Schoute and Simone Wijngaard, Greenberg Traurig, LLP
1. General 1.1 Main Sources of Law
become significant for the real estate sector. Further to the CSRD, (certain) EU businesses are required to report on the environmental and social impact of their corporate activities and the effect of their ESG actions. The compliance is phased in from 2024–2029, and the first reports will be publicly available in 2025. A last proposal that must be highlighted is that the Environment and Planning Act ( Omgeving- swet ) entered into effect from 1 January 2024. This Act is a comprehensive framework that combines various (old) planning and environ - mental laws and regulations and includes signifi - cant changes with regard to inter alia (re)devel - opment and operation of real estate assets from a planning perspective. 2. Sale and Purchase 2.1 Categories of Property Rights Under the DCC, rights in real estate can either be in rem or personal. Rights in rem, such as ownership and leasehold, are called absolute rights because they can be invoked against all other parties. Such rights grant the holder certain legally protected pow - ers over the real estate. Personal rights are mainly contractual in nature and have what is called relative effect – they can only be invoked against one or more spe - cific parties. Examples of personal rights in real estate are rights under a sale, lease or construc - tion contract. There is a distinction between a leasehold, which is a right in rem, and the rights under a lease contract, which are personal. The DCC contains rules on, among other things, the creation, transfer and encumbrance of rights in rem, as well as on many aspects of contracts.
The primary source of real estate law in the Neth - erlands is the Dutch Civil Code (DCC). Other sources include the Dutch Land Registration Act and the Dutch Agricultural Tenancies Act. The Dutch Code of Civil Procedure contains spe - cial rules on attachments in execution against real estate and on the foreclosure of mortgages. The rules on transfer tax are set out in the Dutch Legal Transactions Act and those on VAT in the Dutch Turnover Tax Act. In addition, many spe - cific provisions of public law apply. 1.2 Main Market Trends and Deals The widespread economic uncertainty in the past 12 months did not prevent investors from investing in real estate and implementing their strategies, with logistic real estate proving par - ticularly sought-after asset classes, and new parties are entering the Dutch real estate market. Another important market trend is that investors, lenders and end users are increasing their focus on ESG, not only because it may be part of their core values or to meet governmental obligations, but also because sustainability performance can have a financial impact, either downwards or upwards. It is expected that this will be a major focus point for the coming years. 1.3 Proposals for Reform An important change that would impact the real estate market is that, as of 2025, it is no longer possible for fiscal investment institutions ( fiscale beleggingsinstellingen ) to directly invest in real estate located in the Netherlands. Furthermore, the impact of the Corporate Sus - tainability Reporting Directive (CSRD) will be
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