Offering securities to investors in the Netherlands requires a prospectus approved by the Autoriteit Financiele Markten (AFM), unless an exemption applies. The obligation comes from the EU Prospectus Regulation, which applies directly in Dutch law, and it is triggered by the act of offering to the public, not by the size of the company or by any listing. Most Dutch fundraisings rely on an exemption, and the practical question is therefore which exemption fits and what it still requires you to do.
When an offer triggers the prospectus obligation
Two events bring the obligation into play: an offer of securities to the public in the Netherlands, and admission of securities to trading on a regulated market. An offer to the public is defined broadly as a communication, in any form and by any means, that gives enough information about the terms of the offer and the securities to enable an investor to decide to buy or subscribe. A pitch deck circulated by email, a page on your website with subscription terms, or a note in an investor newsletter can all qualify. Nothing needs to be signed and no money needs to change hands.
That breadth is the first thing founders misjudge. The obligation attaches to the offeror, so a shareholder selling existing shares to a wide group is caught just as an issuer raising new capital is. It applies to a Dutch BV as readily as to a listed NV. And it is not switched off by calling the document informal, by adding a disclaimer, or by describing the recipients as contacts rather than investors.
What counts as securities, and what falls under another regime
Securities (effecten) means transferable instruments: shares and equivalent instruments, bonds and other debt instruments, depositary receipts, and instruments giving a right to acquire them. Non-transferable instruments fall outside the prospectus regime, which is why a private loan agreement or a bilateral convertible does not need a prospectus, and why drafting an instrument as non-transferable is sometimes the simplest route.
Falling outside the prospectus regime does not mean falling outside supervision. Participations in a fund that invests for the collective account of its participants are units in an investment institution, which brings the manager under the fund regime supervised by the AFM rather than under the prospectus rules. Instruments that combine an investment with a right to a return from a non-financial asset can be investment objects, which have their own licensing regime. Where an instrument does not fit neatly into any of these, the answer is usually that it fits more than one; the classification question belongs at the start of the structuring, not at the end.
The exemptions in the Prospectus Regulation
The Regulation lists offers that do not require a prospectus at all. The ones that matter in Dutch practice are the offer addressed solely to qualified investors; the offer addressed to fewer than 150 natural or legal persons per member state other than qualified investors; the offer where the minimum consideration per investor, or the denomination per unit, is at least EUR 100,000; and offers of shares to existing employees by their employer.
These exemptions are counted, not estimated. The 150-person limit counts persons approached, not persons who invest, and it is measured per member state. Sending a deck to 300 contacts and receiving twelve subscriptions does not bring you within the exemption. Qualified investor is a defined term that maps onto professional clients under MiFID II; a wealthy private individual is not automatically one, though they can opt up if the procedure is followed. Keeping a dated list of who was approached, in which capacity and on what basis, is what makes the exemption provable a year later.
The Dutch exemption and the AFM information document
Alongside the EU exemptions the Netherlands uses the national exemption the Regulation permits for smaller offers. Since the EU Listing Act amendments took effect on 5 June 2026, that threshold is EUR 12 million in total consideration calculated over a period of twelve months, counted across the issuer and its group companies together. Splitting a raise into tranches or across entities in the same group does not reset the count.
The Dutch exemption is not a free pass. An offer relying on it must be notified to the AFM in advance, and a standardised information document must be submitted to the AFM and made publicly available before the offer. The document follows a prescribed format and carries the warning that the offer falls outside prospectus supervision, so investors can see what they are and are not getting. The AFM does not approve the content, but it does monitor these offers, and misleading statements in the document expose the offeror to both supervisory action and civil liability towards investors.
Attracting repayable funds: a separate prohibition
There is a second rule that catches many financings that have sidestepped the prospectus regime. Under article 3:5 of the Financial Supervision Act (Wet op het financieel toezicht, Wft), it is prohibited in the course of a business to attract, obtain or hold repayable funds from the public outside a closed circle, unless you are a bank or an exemption applies. Loan notes, bonds and lending-based crowdfunding all involve repayable funds.
The exemptions run partly in parallel with the prospectus exemptions, for instance where a prospectus has been published or where funds are attracted only in amounts of at least EUR 100,000 per counterparty, but they are not identical. A financing can therefore be exempt from the prospectus obligation and still breach article 3:5. The two questions have to be answered separately, and the second one is the one most often missed.
Crowdfunding and the routes that come with a licence attached
Raising through a platform shifts the regulatory burden but does not remove it. Crowdfunding service providers operating in the EU need a licence under the European Crowdfunding Service Providers Regulation, granted in the Netherlands by the AFM, and a project owner may raise up to EUR 5 million through licensed platforms over a twelve-month period. Within that regime the platform runs the investor tests, the key investment information sheet and the reflection period; outside it, those duties fall back on you.
Two other routes carry their own licences. Managing an investment fund requires authorisation or, below the thresholds, registration with the AFM under a lighter regime that still restricts how you may market. Providing investment services to others, for instance placing securities or advising on them, requires an investment firm licence. A company issuing its own shares is not an investment firm; the adviser who places the issue for a fee may well be. Our guide on financing and securities for Dutch companies covers the commercial routes and the security rights that come with them, and our note on the financing agreement deals with the contract itself.
What happens after the money is raised
For companies whose instruments are admitted to trading, the Market Abuse Regulation applies directly. Inside information must be disclosed as soon as possible unless the conditions for delaying disclosure are met and the delay is documented and notified afterwards. Insider lists must be kept and kept current. Persons discharging managerial responsibilities and persons closely associated with them must notify their transactions. The prohibitions on insider dealing and market manipulation, by contrast, bind everyone, listed or not.
Unlisted companies have obligations of their own. Investor information promised in the subscription documents has to be delivered. Shareholder registers must be kept accurately, and any transfer of shares in a BV requires a notarial deed. Client due diligence duties under the anti-money laundering rules apply to the parties who take on incoming investors, and our article on KYC investigations explains what those checks involve.
What happens if the offer was not exempt after all
Offering securities without a prospectus where none of the exemptions applies is a breach of the Prospectus Regulation, and the AFM can impose an order subject to a penalty payment or an administrative fine and publish its decision. For a company that is still raising, publication is usually the more damaging half.
The civil consequences are separate and often larger. An investor who subscribed on the basis of information that was incomplete or misleading can claim damages, and in some circumstances unwind the subscription, which turns equity that was already spent back into a debt. Directors who signed off the documentation can be exposed personally where the misstatement is serious enough. None of this depends on the AFM taking action first: an aggrieved investor can go straight to the civil court. That is why the exemption analysis and the accuracy of the offer document are two sides of one exercise, and why both belong in writing before the first approach is made.
Foreign investors and investment screening
A separate hurdle applies where the investor is foreign or where the target operates in a sensitive area. The Dutch investment screening act, the Wet veiligheidstoets investeringen, fusies en overnames, has applied since 1 June 2023 and requires an acquisition of significant influence in a vital provider or a company with sensitive technology to be notified to the Bureau Toetsing Investeringen before completion. A transaction that should have been notified may be suspended or unwound, so the screening question belongs in the term sheet rather than in the closing checklist. Our M and A checklist sets out where this sits in a transaction timetable.
What to settle before you approach investors
Decide first what you are issuing and whether it is transferable, because that single choice determines which regime applies. Then decide who you will approach and record it, so the exemption you rely on is documented from day one rather than reconstructed later. Check the twelve-month group total before, not after, the second tranche. Check article 3:5 separately from the prospectus question. And have the offer documentation reviewed before it leaves your office, because an exemption cannot repair a document that misstates the risks.
Law and More advises issuers, founders and investors on securities offerings in the Netherlands, on the exemptions and the AFM information document, on licensing questions under the Wft, and on screening obligations in transactions. See our overview of corporate law, or contact Law & More B.V. before your offer goes out.
