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
Furthermore, the impact of the Corporate Sus - tainability Reporting Directive (CSRD) is signif - icant 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. Compliance is phased in from 2024–2029, and the first reports will be publicly available this year (2025). 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 most comprehensive right in rem in real estate is ownership. This right encompasses the power to possess, use, encumber and transfer the real estate, with due observance of the law. Other rights in rem are derived from and “encumber” the right of ownership and are known as “limited rights” . Such limited rights
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, residential projects and data centres proving particularly sought-after asset classes, and new parties are entering the Dutch real estate market. Another important market trend is that inves - tors, lenders and end users are dealing with grid congestion as a result of increased renewable energy generation and the ongoing electrifica - tion of transport and industry. The availability of sufficient power has become a key factor for new development projects, especially for energy intensive sectors such as data centres. 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.
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