NETHERLANDS Law and Practice Contributed by: Folko de Vries, Ilse van Gasteren, Robert Smits and Stern Flik, Clifford Chance
dice to local rules on corporate and consumer lending which will continue to apply. AIFMD2 should be implemented by 16 April 2026. CRDVI The current European Capital Requirements Directive (CRD) provides for a harmonised regime on banking business (including lending) across the European Union. CRD has, however been amended among other matters to include lending from outside of the European Union but is yet to be implemented across the European Union. It is referred to as CRDVI in its amended form. CRDVI introduces rules on lending by non-EU credit institutions (ie, banks) to European bor - rowers and will require such non-EU credit insti - tutions to set up a branch office in the coun - try of the borrower and obtain authorisation locally (exemptions are available). Other types of non-EU-based lenders should remain unaf - fected provided they do not meet the materiality requirements of qualifying as a credit institution under CRDVI. Private credit funds should there - fore not be affected in the Netherlands. CRDVI implementing legislation is, however, still to be published in the Netherlands. CRDVI should be implemented by 11 January 2027. 2. Regulatory Environment 2.1 Licensing and Regulatory Approval Regulatory Framework in the Netherlands for Lending Private credit lenders only require a licence if they lend to consumers (ie, natural persons not
acting in the course of a business or profession). Other forms of lending (generally referred to as “corporate lending” are not regulated. This gen - eral rule applies to Dutch and non-Dutch lend - ers. As private credit lenders typically do not lend to consumers, they do not require a licence or other form of regulatory approval. Private credit funds are regulated in the Europe - an Union under the AIFMD. The rules that apply pursuant to AIFMD are, however, only in relation to the business operations of the fund manager and do not cover the extension of credit. That is a separate matter. Private credit funds which are authorised under AIFMD will therefore not automatically be permitted in the Netherlands to extend credit to consumers but will only be able to grant loans to borrowers who do not qualify as consumers. Taking Security Over Assets Located in the Netherlands Taking security over assets located in the Neth - erlands is not subject to any local licensing or regulatory approval requirements. 2.2 Regulators of Private Credit Funds The primary regulator for private credit activity in the Netherlands is the Authority for the Finan- cial Markets, but only in relation to consumer lending. Corporate lending is not regulated and there is therefore no regulatory authority which regulates the corporate lending market. 2.3 Restrictions on Foreign Investments There are no restrictions on foreign investment in private credit funds in the Netherlands. Foreign investment taking place by way of loans to the private credit fund will be subject to the lever - age restrictions as they apply to the fund. There are no foreign investment restrictions that apply directly to the lender.
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