The Dutch Trust Offices Supervision Act
Since 2019, it has in principle been prohibited to split the provision of a registered company address from related legal, tax or accounting services for the same client without a permit from the Dutch Central Bank (DNB). This follows from the Wet toezicht trustkantoren 2018 (Wtt 2018), which replaced the original Wet toezicht trustkantoren (Wtt) of 2004 and tightened the rules for parties active in the Dutch trust sector.
Under the Wtt 2018, more organisations fall within the scope of Dutch trust supervision than before, and this can have real consequences for how a business may structure its services and referral arrangements. This article explains what the Wtt is, what changed for providers of a registered address (“domicile”) under the 2018 amendment, and what this means in practice for organisations that combine advisory work, such as legal, tax or accounting services, with address referrals.
What is the Wet toezicht trustkantoren?
A trust office is any legal entity, company or natural person that provides one or more trust services professionally or commercially, whether or not together with other entities. Trust offices are supervised by DNB, and an office may not operate from the Netherlands without a DNB permit. On the basis of the Wtt, an office must meet integrity, expertise and organisational requirements before it can obtain one.
The Wtt defines five categories of trust services. An organisation that provides any of the following is, in principle, a trust office and needs a permit:
- acting as director or partner of a legal entity or company;
- providing an address or postal address together with additional services (“domicile plus”);
- acting as an authorised representative (gevolmachtigde) who may perform general administrative acts on behalf of the entity;
- selling or mediating in the sale of legal entities;
- acting as trustee.
Each of these categories carries its own risk profile. Acting as a director, for example, exposes the trust office to liability for the decisions of the entity it manages, while acting as an authorised representative gives the trust office the power to bind the entity in administrative matters on behalf of an unrelated party, which is why this role too falls within the permit requirement. Selling or mediating in the sale of legal entities is regulated because a ready-made or second-hand company can be used to obscure who is really behind it, and acting as trustee brings the office into a position of formal control over assets held for someone else, which again calls for close oversight.
Whether an organisation needs a permit is assessed activity by activity: a firm that only recruits directors for clients, without providing an address or any of the other listed services, is not automatically a trust office, but as soon as its activities combine two or more of these elements for the same client, the Wtt has to be considered. The assessment looks at the substance of what is actually done for a given client, rather than at how the organisation happens to describe itself or the label it puts on its own services.
Why is the trust sector regulated?
Supervision of the sector was introduced for several reasons. Before the original Wtt, the trust sector — and in particular the large group of smaller trust offices — had not been mapped well, so regulators had little insight into who was active in the market and how.
International bodies such as the Financial Action Task Force also pointed to an increased risk that trust offices could become involved in money laundering or tax evasion, given the closeness of their work to their clients’ corporate structures. This led to recommendations such as the know-your-customer principle, under which a trust office must know exactly with whom it does business, so that dealings with fraudulent or criminal parties can be avoided.
Finally, self-regulation within the sector was not considered sufficient: not every trust office was affiliated with a branch or professional organisation, and there was no supervisory authority able to enforce common standards across the sector. The original Wtt addressed these gaps by introducing a permit requirement and DNB supervision.
What does “domicile plus” mean?
Under the original Wtt, one of the five trust services was the combination of providing a registered or visiting address with certain additional services for the same client — commonly referred to as “domicile plus”. Providing an address on its own, without more, was not on its own a regulated trust service.
The additional services that turned plain address provision into domicile plus were, broadly, the following:
- giving legal advice or assistance, other than purely receiving post or visitors;
- tax advice or preparing tax returns and related services;
- preparing, assessing or auditing annual accounts, or keeping the administration;
- recruiting a director for the entity;
- other additional activities designated by administrative order.
The Wtt 2018 kept this list largely intact: the description of legal advice was drafted slightly more broadly, and a separate reference to tax advice was folded into the general wording for tax-related services. In substance, the additional services that trigger domicile plus have not changed significantly compared with the original Wtt.
What changed under the Wtt 2018: the separation prohibition
The most significant change under the Wtt 2018 concerns how domicile plus is assessed when the address and the additional services are provided by different, cooperating parties. Under the original Wtt, an organisation that itself combined an address with additional services needed a permit — but this requirement could be avoided by splitting the two activities: one party performed the legal, tax or accounting work and then referred the client to a separate party for the registered address, often in exchange for a referral fee. Because no single party performed both services, this arrangement fell outside the old definition of a trust service, so no permit was required.
The Wtt 2018 closes this route. It now also prohibits carrying out, without a permit, activities that are aimed at both providing a registered or visiting address and performing additional services for the same client, even where these are split between cooperating parties. This change was introduced through an amendment to the bill for the Wtt 2018 (Kamerstukken II 2017/18, 34 910, no. 7), which explains that the prohibition targets structures where trust services are deliberately separated between parties to avoid the permit requirement.
As a result, an organisation that gives legal, tax or accounting advice and then brings the client into contact with a specific address provider — for example through a standing referral arrangement — can need a DNB permit, just as an intermediary that connects clients with such parties without itself providing either service. This applies even where the intermediary itself never provides the address and never performs the additional services, as long as its role is aimed at bringing the same client into contact with both.
An illustrative example: an accountancy firm regularly incorporates companies for clients and, once the incorporation work is done, systematically points every client to the same address provider in return for a fee per referral. Under the Wtt 2018, this structural pairing of advisory work with a fixed address referral can qualify as a trust service in its own right, even though the accountancy firm itself never provides the address.
When does a referral count as “bringing into contact”?
Because the Wtt 2018 was still new when this prohibition took effect, there was initially no case law interpreting exactly which referrals fall within its scope, and the boundary remains, in part, a matter of degree that continues to develop through practice and supervision.
Structurally referring clients to one specific address provider, particularly where a referral fee is involved, is generally regarded as bringing the client into contact with that provider within the meaning of the prohibition. Recommending a specific provider with which an organisation happens to have good experiences carries a similar risk, even where the client is not formally introduced, because a concrete name is put forward and the client does not need to search any further.
It is less clear whether simply pointing a client to a general search result listing several address providers, without recommending any one of them, falls within the prohibition, since no specific provider is put forward in that case. Organisations that refer clients to address providers as part of a wider service offering should treat this as a case-by-case risk area rather than assume as a rule of thumb that it falls outside the Wtt 2018.
What should organisations that combine advice with address referrals do?
Any organisation that performs legal, tax, accounting or director-recruitment services and also structurally refers clients to a registered-address provider should review that combination against the Wtt 2018. In practice, there are broadly two ways to respond: adjust the way referrals are made so that they no longer amount to structurally bringing clients into contact with one and the same provider, or accept that the combination qualifies as a trust service and apply for a DNB permit, which brings the organisation under DNB supervision.
Receiving a commission for each referral is a factor that can support the conclusion that services are being deliberately separated to avoid the Wtt, so referral fee arrangements deserve particular attention in this assessment. A one-off, incidental referral, made without any structural or financial link to the address provider, is less likely to be treated the same way as a standing arrangement built into an organisation’s regular, ongoing service offering.
In practice, this means reviewing not only formal contracts with address providers, but also informal habits, such as which provider a team routinely mentions to clients, and whether any form of compensation, discount or reciprocal referral flows back from that provider, directly or indirectly.
What happens if an organisation operates without a required permit?
An organisation that carries out activities falling within the scope of the Wtt 2018 without the required DNB permit acts in breach of the Act. DNB can take enforcement action against such organisations, which can range from a formal order to bring the situation in line with the law to further supervisory measures. Beyond the direct legal risk, operating as an unlicensed trust office can also expose an organisation and the businesses it works with to reputational damage, and can complicate banking relationships, since banks themselves are expected to check whether counterparties that should hold a Wtt permit actually do.
For organisations that are unsure whether their current referral practice falls within scope, it is generally safer to assess the position proactively, rather than to wait for a question from DNB or a bank, since untangling a structure that has been in place for years, and any contracts built around it, tends to take considerably more time once it has already drawn attention from a supervisor or a banking partner.
Frequently asked questions
Does providing an address on its own require a permit?
No. Providing only a postal or visiting address, without any of the additional services listed above and without a structural or financial link to another party providing those services, is not on its own a regulated trust service under the Wtt.
Who supervises compliance with the Wtt 2018?
De Nederlandsche Bank (DNB) is the supervisory authority for trust offices in the Netherlands and issues the permits required under the Wtt 2018, and it can take enforcement action where an organisation operates without the required permit.
Does the separation prohibition only apply to formal partnerships?
No. It can also apply to informal or ad hoc referral practices, if these are aimed at bringing a client into contact with both a specific address provider and additional services for that same client.
Does the Wtt 2018 only affect trust offices, or also law, tax and accountancy firms?
It can affect any organisation, including law, tax or accountancy firms, that combines advisory services with a structural referral to an address provider for the same client, even if that organisation would not otherwise describe itself as a trust office.
Can an existing referral arrangement be brought in line with the Wtt 2018 without applying for a permit?
Often yes, by restructuring how referrals are made so that they no longer amount to a standing, compensated link between the advisory work and one specific address provider, but this depends on the details of the arrangement and is worth reviewing case by case.
In summary
- The Wtt 2018 replaced the 2004 Wtt and brought more organisations within the scope of Dutch trust supervision.
- A trust office needs a DNB permit for services including acting as director, domicile plus, use of a conduit company, selling legal entities, or acting as trustee.
- Since the Wtt 2018, structurally splitting the provision of a registered address from related legal, tax or accounting services between cooperating parties no longer avoids the permit requirement.
- Whether a specific referral counts as “bringing into contact” with an address provider depends on the circumstances, and this area continues to develop in practice.
- Organisations combining advisory services with address referrals, especially where a referral fee is involved, should review their structure against the Wtt 2018.
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