Financial Supervision Act


Part II Market Access Financial Enterprises


Chapter 2.2 Access to the financial markets of the Netherlands


Section 2.2.0 Conducting the business of a payment service provider


§ 2.2.0.1 Requirements for licensing payment service providers having their seat in the Netherlands


Article 2:3a License for payment service providers

- 1. It is prohibited for any person having his seat in the Netherlands to conduct the business of a payment service provider without a license granted for that purpose by the Dutch Central Bank.
- 2. Paragraph 1 does not apply to financial enterprises that have a license, granted by the Dutch Central Bank on the basis of the present Part, to conduct the business of a bank or to conduct the business of an electronic money institution, insofar as it is permitted for them pursuant to that license to provide payment services.
- 3. Paragraph 1 does not apply to electronic money institutions having their place of business in a State designated by the Minister as meant in Article 2:10f, paragraph 3, and that meet the requirements set out in Article 2:10f, paragraph 3.


Article 2:3b Statutory provisions to be met

- 1. Upon application, the Dutch Central Bank shall grant a license for conducting the business of a payment service provider, if the applicant shows that he will comply with the provisions arising from:
a. Article 3:8 with regard to the proper credentials of the persons referred to in that Article;
b. Article 3:9 with regard to the reliability of the persons referred to in that Article;
c. Article 3:10, paragraph 1 and 2, with regard to the policy on the sound conduct of business;
d. Article 3:15, paragraph 1 and 2, with regard to the minimum number of persons who lay out the day to day policy and who determine the place from which they perform their activities;
e. Article 3:16, paragraph 1 and 2, with regard to the control structure
f. Article 3:17, paragraph 1 and 2, with regard to the operational structure;
g. Article 3:29a, paragraph 1, with regard to securing received means from payment services, where applicable;
h. Article 3:53, paragraph 1 and 3, with regard to the minimum equity capital, and;
i. Article 3:57, paragraph 1 up to and including 3, with regard to solvency.
- 2. The application for the license shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.
- 3. The Dutch Central Bank shall take a decision on the application within three months after the application was received or, if the application is incomplete, within three months after all data required for taking the decision were received.
- 4. Article 4:14 of the General Administrative Law Act and Article 1:102, paragraph 1, do not apply.


Article 2:3c Provision of payment services through intervention of a payment service broker

- 1. A payment service provider [having its seat in the Netherlands checking] that intends to provide payment services through intervention of a payment service broker, shall notify the Dutch Central Bank thereof, with mention of the data which are to be specified by or pursuant to Order in Council.
- 2. If the Dutch Central Bank has received data in accordance with paragraph 1 and is convinced that these data are correct, it shall enter the broker into the register meant in Article 1:107.



§ 2.2.0.2 Exemptions


Article 2:3d Exemption by Ministerial Regulation

A full or partial exemption from Article 2:3a, paragraph 1, may be arranged by Ministerial Regulation. Conditions may be attached to such full or partial exemption.


§ 2.2.0.3 Branch offices and payment service brokers of and the provision of services by payment service providers having their seat in another Member State


Article 2:3e Payment service providers from another Member State

- 1. A payment service provider having its seat in another Member State may start the performance of its activities from a branch office situated in the Netherlands or by intervention of a payment service broker working in the Netherlands or by means of the provision of services to the Netherlands, if it has a license to do so granted by the supervisory authority of that Member State.
- 2. Article 1:107, paragraph 2, does not apply.



§ 2.2.0.4 Payment service providers having their seat in a non-Member State


Article 2:3f License for payment service providers from a non-Member State

- 1. It is prohibited for any person having its seat in a non-Member State:
a. to conduct the business of a payment service provider in the Netherlands;
b. to conduct the business of a payment service provider from a branch office in the Netherlands towards or in another Member State.
- 2. Paragraph 1 does not apply to financial enterprises holding a license, granted by the Dutch Central Bank on the basis of the present Part, to conduct the business of a bank, insofar as it is permitted for them pursuant to that license to provide payment services.



Section 2.2.1 Conducting the business of a clearing institution


§ 2.2.1.1 Requirements for licensing clearing institutions having their seat in the Netherlands


Article 2:4 License for clearing institutions

- 1. It is prohibited for any person having his seat in the Netherlands to conduct the business of a clearing institution without a license granted for that purpose by the Dutch Central Bank.
- 2. Paragraph 1 does not apply to financial enterprises having their seat in the Netherlands that have obtained from the Dutch Central Bank on the basis of the present Part a license to conduct the business of a bank.


Article 2:5 Statutory provisions to be met

- 1. Upon application, the Dutch Central Bank shall grant a license as referred to in Article 2:4, paragraph 1, if the applicant shows that he will comply with the provisions arising from:
a. Article 3:8 with regard to the proper credentials of the persons referred to in that Article;
b. Article 3:9 with regard to the reliability of the persons referred to in that Article;
c. Article 3:10, paragraph 1 and 2, with regard to the policy on the sound conduct of business;
d. Article 3:15, paragraph 1 and 2, with regard to the minimum number of persons laying down the day-to-day policy and determining the place from which they perform their activities;
e. Article 3:16, paragraph 1 and 3, with regard to the control structure;
f. Article 3:17, paragraph 1 and 2, with regard to the operational structure;
g. Article 3:19, paragraph 1 and 2, with regard to the minimum number of members of the Supervisory Board or the comparable body as referred to in Article 3:19, paragraph 2;
h. Article 3:53, paragraph 1 and 3, with regard to the minimum equity capital;
i. Article 3:57, paragraph 1 and 2, with regard to solvency, and;
j. Article 3:63, paragraph 1 and 2, with regard to liquidity.
- 2. The application for the license shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.
- 3. Upon application, the Dutch Central Bank may grant a full or partial dispensation from paragraph 1, opening words and under (c), (d), (f), (g), (h), (i) or (j), if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached otherwise.



§ 2.2.1.2 Branch offices and the provision of services by clearing institutions having their seat outside the Netherlands


Article 2:6 Clearing institutions from outside the Netherlands

- 1. It is prohibited for any person having his seat outside the Netherlands to conduct the business of a clearing institution from a branch office situated in the Netherlands without a license granted for that purpose by the Dutch Central Bank.
- 2. Paragraph 1 does not apply to clearing institutions having their seat in a State to be designated by the Minister in which the supervision over the conduct of business of a clearing institution provides sufficient safeguards with respect to the interests which the present Act seeks to protect. Further rules may be set by Order in Council in respect of the designation of States. The Minister may revoke the designation decision.
- 3. A decision to designate a State as referred to in paragraph 2 and the revocation of such decision shall be published in the Government Gazette (‘Staatscourant’).
- 4. Paragraph 2 does not apply to financial enterprises having their seat in another Member State that have obtained a license from the supervisory authority of that Member State to conduct the business of a bank, unless the license specifies otherwise. Article 2:15 shall apply accordingly.


Article 2:7 Statutory provisions to be met

- 1. Upon application, the Dutch Central Bank shall grant a license as referred to in Article 2:6, paragraph 1, if the applicant shows that he will comply with the provisions arising from:
a. Article 3:8 with regard to the proper credentials of the persons referred to in that Article;
b. Article 3:9 with regard to the reliability of the persons referred to in that Article;
c. Article 3:10, paragraph 1 and 2, with regard to the policy on the sound conduct of business;
d. Article 3:17, paragraph 1 and 2, with regard to the operational structure;
e. Article 3:21 with regard to the minimum number of persons laying down the day-to-day policy of the branch office and the place from which they perform their activities;
f. Article 3:53, paragraph 1 and 3, with regard to the minimum equity capital;
g. Article 3:57, paragraph 1 and 2, with regard to solvency, and;
h. Article 3:63, paragraph 1 and 2, with regard to liquidity,
on the understanding that, for the purposes of (a) up to and including (d) and (f) up to and including (h), the phrase «a clearing institution having its seat in the Netherlands» in the aforementioned Articles must be read as: «the branch office in the Netherlands of a clearing institution having its seat in a non-designated State», and that, for the purposes of (e), the phrase «bank having its seat in a non-Member State» in the aforementioned Article must be read as: «bank having its seat in a non-designated State».
- 2. The application for the license shall be submitted with mention of the data to be specified by or pursuant to Order in Council.
- 3. Upon application, the Dutch Central Bank may grant a full or partial dispensation from paragraph 1, opening words and under (c), (d), (f), (g) or (h), if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached otherwise.


Article 2:8 Clearing institutions from outside the Netherlands providing services to the Netherlands

- 1. It is prohibited for any person having his seat outside the Netherlands to conduct the business of a clearing institution by means of providing services to the Netherlands, unless he has notified the Dutch Central Bank of his intention to do so and ensures and shows that he will comply with what is provided pursuant to Article 3:17, 3:18, 3:20a and 3:57, on the understanding that the phrase «having their seat in the Netherlands» in the aforementioned Articles shall be read as «having their seat outside the Netherlands».
- 2. Paragraph 1 does not apply to clearing institutions having their seat in a State to be designated by the Minister on the basis of Article 2:6, paragraph 2, that are authorized in the State of their seat to conduct their business.
- 3. Paragraph 1 does not apply to clearing institutions having their seat in another Member State that have a license, granted by the supervisory authority of that Member State, to conduct the business of a bank, unless the license specifies otherwise. Article 2:18 shall apply accordingly.
- 4. For the purposes of paragraph 1, clearing institutions having their seat outside the Netherlands shall conduct the business of a clearing institution by means of providing services to the Netherlands if they do so via a regulated market for which a license as referred to in Article 2:26, paragraph 1, has been granted or via a multilateral trading facility for which a license as referred to in Article 2:96 has been granted or via an investment firm operating as a systematic internaliser.
- 5. Where the Dutch Central Bank has received a notification as referred to in paragraph 1, it shall, without delay, confirm the receipt of this notification to the financial enterprise that made the notification.


Article 2:9 Formal requirements notification / starting moment for performing services

- 1. The notification referred to in Article 2:8, paragraph 1, shall be made with mention of the data which are to be specified by or pursuant to Order in Council.
- 2. The clearing institution referred to in Article 2:8, paragraph 1, may start performing its services after it has received from the Dutch Central Bank the confirmation referred to in Article 2:8, paragraph.


Article 2:10 Clearing institutions from a State designated by the Minister

- 1. A clearing institution as referred to in Article 2:6, paragraph 2, or Article 2:8, paragraph 2, that intends to conduct the business of a clearing institution from a branch office situated in the Netherlands or by means of providing services to the Netherlands, shall notify the Dutch Central Bank of such intention. The clearing institution shall submit a declaration issued by the supervisory authority of that designated State from which shows that it is authorized in that State to conduct the business of a clearing institution.
- 2. After the notification has been made and the declaration has been issued, the clearing institution may start conducting the intended business by providing services to the Netherlands, unless the Dutch Central Bank announces that such intention or the proposed manner of conducting the business is in conflict with the present Act.
- 3. Where the Dutch Central Bank has received a notification as referred to in paragraph 1, it shall, without delay, confirm the receipt of this notification to the clearing institution concerned.
- 4. Within two months after the receipt of the notification, the Dutch Central Bank may notify the supervisory authority of the designated State of the conditions which the clearing institution must observe for reasons of public interest in conducting its business from the branch office situated in the Netherlands. The Dutch Central Bank shall send a copy thereof to the clearing institution.



Section 2.2.1A Conducting the business of an electronic money institution


§ 2.2.1A.1 Requirements for licensing an electronic money institution


Article 2:10a License for electronic money institutions

- 1. It is prohibited for any person having his seat in the Netherlands to issue electronic money without a license granted for that purpose by the Dutch Central Bank.
- 2. Paragraph 1 does not apply to financial enterprises that have a license, granted by the Dutch Central Bank on the basis of the present Part, to conduct the business of a bank, insofar as it is permitted for them pursuant to that license to issue electronic money.


Article 2:10b Statutory provisions to be met

- 1. Upon application, the Dutch Central Bank shall grant a license as referred to in Article 2:10a, paragraph 1, if the applicant shows that he will comply with the provisions arising from:
a. Article 3:8 with regard to the proper credentials of the persons referred to in that Article;
b. Article 3:9 with regard to the reliability of the persons referred to in that Article;
c. Article 3:10, paragraph 1 and 2, with regard to the policy on the sound conduct of business;
d. Article 3:15, paragraph 1 and 2, with regard to the minimum number of persons laying out the day-to-day policy and determining the place from which they perform their activities;
e. Article 3:16, paragraph 1 and 2, with regard to the control structure;
f. Article 3:17, paragraph 1 and 2, with regard to the operational structure;
g. Article 3:29a with regard to securing means received from users of payment services in return for electronic money;
h. Article 3:53, paragraph 1 and 3, with regard to the minimum equity capital, and;
i. Article 3:57, paragraph 1 up to and including 3, with regard to solvency.
- 2. The application for the license shall be submitted with mention of the data to be specified by or pursuant to Order in Council.
- 3. In derogation from Article 1:102, paragraph 1, the Dutch Central Bank shall take a decision on the application within three months after the application was received or, if the application was incomplete, within three months after all data required for taking the decision were received.
- 4. Article 4:14 of the General Administrative Law Act does not apply.


Article 2:10c Electronic money institutions providing payment services through intervention of a payment service broker

- 1. An electronic money institution having its seat in the Netherlands that intends to provide payment services through intervention of a payment service broker, shall notify the Dutch Central Bank thereof, with mention of the data which are to be specified by or pursuant to Order in Council.
- 2. If the Dutch Central Bank has received data in accordance with paragraph 1 and is convinced that these data are correct, it shall enter the broker into the register meant in Article 1:107.



§ 2.2.1A.2 Exemptions


Article 2:10d Exemptions by Ministerial Regulation

A full or partial exemption from Article 2:10a, paragraph 1, may be arranged by Ministerial Regulation. Conditions may be attached to such full or partial exemption.


§ 2.2.1A.3 Branch offices and payment service brokers of and the provision of services by electronic money institutions having their seat in another Member State


Article 2:10e Electronic money institutions from another Member State

- 1. An electronic money institution having its seat in another Member State may start the performance of its activities from a branch office situated in the Netherlands or by intervention of a payment service broker working in the Netherlands or by means of the provision of services to the Netherlands, if it has a license to do so granted by the supervisory authority of that Member State and the supervisory authority of the Member State where it has its seat has notified its intention to provide services to the Netherlands or to perform its activities from a branch office situated in the Netherlands.
- 2. Without prejudice to paragraph 1, an electronic money institution having its seat in another Member State may start providing payment services through intervention of a payment service broker working in the Netherlands, if it has a license, granted for such purpose by the supervisory authority of that other Member State, that allows such activities.



§ 2.2.1A.4 Electronic money institutions having their seat in a non-Member State


Article 2:10f Electronic money institutions from a non-Member State

- 1. It is prohibited for any person having its seat in a non-Member State:
b. to conduct the business of an electronic money institution in the Netherlands;
b. to conduct the business of an electronic money institution from a branch office in the Netherlands towards or in another Member State.
- 2. Paragraph 1 does not apply to financial enterprises holding a license, granted by the Dutch Central Bank on the basis of the present Part, to conduct the business of a bank, insofar as it is permitted for them pursuant to that license to issue electronic money
- 3. Paragraph 1 does not apply to electronic money institutions having their seat in a State to be designated by the Minister.



Section 2.2.2 Conducting the business of a bank and financial institution


§ 2.2.2.1 Requirements for licensing banks having their seat in the Netherlands


Article 2:11 License for a bank or financial institution

- 1. It is prohibited for any person having its seat in the Netherlands to conduct the business of a bank without a license granted for that purpose by the Dutch Central Bank.
- 2. Paragraph 1 shall not apply to parties that obtain the disposal of funds as referred to in Article 3:2.


Article 2:12 Statutory requirements to be met

- 1. Upon application, the Dutch Central Bank shall grant a license as referred to in Article 2:11, paragraph 1, if the applicant shows that he will comply with the provisions arising from:
a. Article 3:8 with regard to the proper credentials of the persons referred to in that Article;
b. Article 3:9 with regard to the reliability of the persons referred to in that Article;
c. Article 3:10, paragraph 1 and 2, with regard to the policy on the sound conduct of business;
d. Article 3:15, paragraph 1 and 2, with regard to the minimum number of persons laying down the day-to-day policy and determining the place from which they perform their activities;
e. Article 3:16, paragraph 1 and 2, with regard to the control structure;
f. Article 3:17, paragraph 1 and 2, with regard to the operational structure;
g. Article 3:19, paragraph 1 and 2, with regard to the minimum number of members of the Supervisory Board or a comparable body as referred to in Article 3:19(, paragraph 2;
h. Article 3:31 with regard to consolidated supervision;
i. Article 3:53, paragraph 1 and 3, with regard to the minimum equity capital;
j. Article 3:57, paragraph 1 and 2, with regard to solvency, and;
k. Article 3:63, paragraph 1 and 2, with regard to liquidity.
- 2. If it concerns an application of a bank having its seat in the Netherlands in which a qualified shareholder’s participation is held, the Dutch Central Bank shall grant, without prejudice to paragraph 1, a license if the holder of the qualified shareholder’s participation has applied for a declaration of no objection in accordance with Article 3:95, paragraph 2, and the Dutch Central Bank is of the opinion that the provisions arising from Articles 3:99 to 3:101 in regard of the declaration of no objection are complied with.
- 3. The application for the license is submitted with mention of the data which are to be specified by Order in Council.
- 4. Upon application, the Dutch Central Bank may grant a full or partial dispensation from paragraph 1, opening words and under (c), (f), (g), (i), (j) or (k), if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached otherwise.


Article 2:13 Additional license for investment services and activities

- 1. Upon application, the Dutch Central Bank shall grant a license as referred to in Article 2:11 to a bank which, in addition to conducting the business of a bank, intends also to provide investment services or to perform investment activities in the Netherlands, if the applicant, without prejudice to Article 2:12, shows that he will comply with the provisions arising from:
a. Article 4:14, paragraph 2, under (c), 1° up to and including 6°, with regard to the operational structure;
b. Article 4:87 with regard to taking adequate measures to protect clients’ rights, and;
c. Article 4:91a with regard to the rules applicable to the trading process and the settlement of transactions in a multilateral trading facility, if the applicant intends to operate a multilateral trading facility.
- 2. The application for the license shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.



§ 2.2.2.2 Branch office and provision of services by banks having their seat in another Member State


Article 2:14 Banks from another Member State with a branch office in the Netherlands

- 1. If the Dutch Central Bank receives a notification from a supervisory authority of another Member State of the intention of a bank having its seat in another Member State to conduct its business from a branch office situated in the Netherlands, it shall, without delay, notify the bank involved of the receipt of such notification.
- 2. Within two months after the receipt of such notification, the Dutch Central Bank may inform the supervisory authority of the other Member State of the conditions which the bank must observe for reasons of public interest in the conduct of its business from a branch office situated in the Netherlands. The Dutch Central Bank shall send a copy thereof to the bank.


Article 2:15 Starting moment for conducting the business of a bank from a Dutch branch office

- 1. A bank having its seat in another Member State that holds a license to conduct its business, granted by the supervisory authority of that Member State, and that intends to conduct its business from a branch office situated in the Netherlands, may start doing so two months after receiving the notification referred to in Article 2:14, paragraph 1, or immediately after receiving the notification referred to in Article 2:14, paragraph 2.
- 2. The bank is permitted to perform the activities listed in Annex I of the Recast Banking Directive, unless the notification referred to in Article 2:14, paragraph 2, expressly provides otherwise or that notification does not mention the performance of those activities.


Article 2:16 Banks from another Member State without a (voluntary) license

- 1. It is prohibited for any person having his seat in another Member State who, under the law of the Member State where he has his seat, does not require a license granted by the supervisory authority of that Member State to conduct the business of a bank and who has not obtained such license on a voluntary basis, to conduct the business of a bank from a branch office situated in the Netherlands without a license granted for that purpose by the Dutch Central Bank.
- 2. As far as it concerns the conduct of business of an electronic money institution, paragraph 1 does not apply to financial enterprises having their seat in another Member State that have obtained a license from the supervisory authority of that Member State to conduct the business of a bank, unless that license specifies otherwise.
- 3. It is prohibited for any person having his seat in another Member State who, under the law of the Member State where he has his seat, does not require a license granted by the supervisory authority of that Member State to conduct the business of a bank and who has not obtained such license on a voluntary basis, to conduct the business of a bank by providing services to the Netherlands, unless he has notified the Dutch Central Bank thereof and has shown that he will comply with the provisions arising from Article 3:57. If, pursuant to Article 3:57, paragraph 2, further rules have been set by or pursuant to Order in Council, the applicant shall also show that he will comply with those rules, insofar as that Order in Council requires so.
- 4. Paragraph 1 and 3 do not apply to:
a. a person obtaining the disposal of callable funds as referred to in Article 3:2, and;
b. a person obtaining or having the disposal of callable funds as a result of offering transferable securities as referred to in Chapter 5.1.


Article 2:17 Statutory provisions to be met

- 1. Upon application, the Dutch Central Bank shall grant a license as referred to in Article 2:16, paragraph 1, if the applicant shows that he will comply with the provisions arising from:
a. Article 3:8 with regard to the proper credentials of the persons referred to in that Article;
b. Article 3:9 with regard to the reliability of the persons referred to in that Article;
c. Article 3:10, paragraph 1 and 2, with regard to the policy on the sound conduct of business;
d. Article 3:17, paragraph 1 and 2, with regard to the operational structure;
e. Article 3:21 with regard to the minimum number of persons laying down the day-to-day policy of the branch office and the place from which they perform their activities;
f. Article 3:46 with regard to consolidated supervision;
g. Article 3:53, paragraph 1 and 3, with regard to the minimum equity capital;
h. Article 3:57, paragraph 1 and 2, with regard to solvency;
i. Article 3:63, paragraph 1 and 2, with regard to liquidity, and;
j. Article 3:75 with regard to separate bookkeeping (accounting),
on the understanding that, for the purposes of (a) up to and including (d) and (g) up to and including (i), the phrase «a bank in the Netherlands» in the aforementioned Articles must be read as: «the branch office in the Netherlands of a bank having its seat in another Member State».
- 2. The application for a license shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.
- 3. Upon application, the Dutch Central Bank may grant a full or partial dispensation from paragraph 1, opening words and under (c), (d), (g), (h) or (i), if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached in other ways.


Article 2:18 Starting moment for providing bank services to the Netherlands

- 1. A bank having its seat in another Member State that has obtained a license to conduct its business from the supervisory authority of that Member State and that for the first time intends to conduct its business by providing services to the Netherlands, may start doing so after it has notified the supervisory authority of the Member State where it has its seat of this intention.
- 2. The bank shall be permitted to perform the activities listed in Annex I of the Recast Banking Directive, unless the Dutch Central Bank has received a notification from the supervisory authority of the Member State where the bank concerned has its seat, that explicitly provides otherwise or does not specify the performance of those activities.


Article 2:19
[repealed on 01-01-2012]


§ 2.2.2.3 Requirements for licensing banks having their seat in a non-Member State


Article 2:20 Banks from a non-Member State

It is prohibited for any person having his seat in a non-Member State to conduct the business of a bank from a branch office situated in the Netherlands without a license granted for that purpose by the Dutch Central Bank.


Article 2:21 Statutory provisions to be met

- 1. Upon application, the Dutch Central Bank shall grant a license as referred to in Article 2:20, paragraph 1, if the applicant shows that he will comply with the provisions arising from:
a. Article 3:8 with regard to the proper credentials of the persons referred to in that Article;
b. Article 3:9 with regard to the liability of the persons referred to in that Article;
c. Article 3:10, paragraph 1 and 2, with regard to the policy on the sound conduct of business;
d. Article 3:17, paragraph 1 and 2, with regard to the operational structure;
e. Article 3:21 with regard to the minimum number of persons laying down the day-to-day policy of the branch office and determining the place from which they perform their activities;
f. Article 3:46 with regard to consolidated supervision;
g. Article 3:53, paragraph 1 and 3, with regard to the minimum equity capital;
h. Article 3:57, paragraph 1 and 2,with regard to solvency;
i. Article 3:63, paragraph 1 and 2, with regard to liquidity, and;
j. Article 3:75 with regard to separate bookkeeping (accounts),
on the understanding that, for the purposes of (a) up to and including (d) and (g) up to and including (i), the phrase «a bank in the Netherlands» in the aforementioned Articles must be read as: «the branch office in the Netherlands of a bank having its seat in a non-Member State».
- 2. The application for the license shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.
- 3. Upon application, the Dutch Central Bank may grant a full or partial dispensation from paragraph 1, opening words and under (c), (d), (g), (h) or (i), if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached otherwise.


Article 2:22 Additional license for investment services or activities

- 1. Upon application, the Dutch Central Bank shall grant a license as referred to in Article 2:20 to a bank which, in addition to conducting the business of a bank, intends also to provide investment services or perform investment activities in the Netherlands, if the applicant, without prejudice to Article 2:21, shows that he will comply with the provisions arising from:
a. Article 4:14, paragraph 2, under (c), 1° up to and including 6°, with regard to the operational structure;
b. Article 4:87 with regard to taking adequate measures to protect clients’ rights, and;
c. Article 4:91a with regard to the rules applicable to the trading process and the settlement of transactions in a multilateral trading facility, if the applicant intends to operate a multilateral trading facility.
- 2. The application for the license shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.


Article 2:23
[repealed on 01-01-2012]


§ 2.2.2.4 Branch office and provision of services by financial institutions having their seat in another Member State


Article 2:24 Financial institutions from another Member State with a branch office in the Netherlands

- 1. If the Dutch Central Bank receives a notification from a supervisory authority of another Member State of the intention of a financial institution having its seat in another Member State to conduct its business from a branch office situated in the Netherlands or by means of providing services to the Netherlands, it shall, without delay, notify the financial institution involved of the receipt of this notification.
- 2. Within two months after the receipt of the notification regarding the intention to conduct the business from a branch office situated in the Netherlands, the Dutch Central Bank may inform the supervisory authority of the other Member State of the conditions which the financial institution must observe for reasons of public interest in conducting its business or performing financial services in the Netherlands. The Dutch Central Bank shall send a copy thereof to the financial institution.


Article 2:25 Starting moment for conducting the business of a financial institution from a Dutch branch office

- 1. A financial institution having its seat in another Member State which has obtained a declaration on the conduct of its business that corresponds to the supervisory status certificate referred to in Article 3:110, and which intends to conduct its business from a branch office situated in the Netherlands, may start doing so two months after the date on which Dutch Central Bank received the notification referred to in Article 2:24, paragraph 1, or immediately after receipt of the notification referred to in Article 2:24, paragraph 2.
- 2. The financial institution shall be permitted to perform the activities listed in Annex I, Articles 2 up to and including 12 and 15, of the Recast Banking Directive, unless the declaration referred to in paragraph 1 expressly provides otherwise or the notification referred to in Article 2:24, paragraph 1, does not specify the performance of those activities.


Article 2:26 Declaration on the conduct of business issued by another Member State

It is permitted for a financial institution having its seat in another Member State which has obtained from the supervisory authority of that Member State a declaration on the conduct of its business that corresponds to the supervisory status certificate referred to in Article 3:110, and which conducts its business by providing services to the Netherlands, to perform the activities listed in Annex I, Articles 2 up to and including 12 and 15, of the Recast Banking Directive, unless the declaration issued in that Member State that corresponds to the supervisory status certificate referred to in Article 3:110 expressly provides otherwise, or it has failed to notify the supervisory authority of the Member State where it has its seat of the activities which it intends to perform by providing services to the Netherlands.



Section 2.2.2A Conducting the business of a reinsurer


§ 2.2.2A.1 Requirements for licensing reinsurers having their seat in the Netherlands


Article 2:26a License for reinsurers

- 1. It is prohibited for any person having his seat in the Netherlands to conduct the business of reinsurer without a license granted for that purpose by the Dutch Central Bank.
- 2. The business of reinsurer shall be subdivided into life reinsurance activities, funeral expenses and benefits in kind reinsurance activities and non-life reinsurance activities.
- 3. Paragraph 1 shall not apply to life insurers, funeral expenses and benefits in kind insurers or non-life insurers insofar as they conduct the business of reinsurer in life reinsurance activities, funeral expenses and benefits in kind reinsurance activities or non-life reinsurance activities.


Article 2:26b Statutory provisions to be met

- 1. Upon application, the Dutch Central Bank shall grant a license as referred to in Article 2:26a, paragraph 1, if the applicant shows that he will comply with the provisions arising from:
a. Article 3:8 with regard to the proper credentials of the persons referred to in that Article;
b. Article 3:9 with regard to the reliability of the persons referred to in that Article;
c. Article 3:10, paragraph 1 and 2, with regard to the policy on the sound conduct of business;
d. Article 3:15, paragraph 1 and 2, with regard to the minimum number of persons laying down the day-to-day policy and determining the place from where they perform their activities;
e. Article 3:16, paragraph 1 and 2, with regard to the control structure;
f. Article 3:17, paragraph 1 and 2, with regard to the operational structure;
g. Article 3:19, paragraph 1, with regard to the minimum number of members of the Supervisory Board;
h. Article 3:20 with regard to the legal type of the person;
i. Article 3:53, paragraph 1 up to and including 4, with regard to the minimum equity capital;
j. Article 3:57, paragraph 1 up to and including 4, with regard to solvency, and;
k. Article 3:70 with regard to the financial year.
- 2. If it concerns an application of a reinsurer having its seat in the Netherlands in which a qualified shareholder’s participation is held, the Dutch Central Bank shall grant, without prejudice to paragraph 1, a license if the holder of the qualified shareholder’s participation has applied for a declaration of no objection in accordance with Article 3:95, paragraph 2, and the Dutch Central Bank is of the opinion that the provisions arising from Articles 3:99 up to and including 3:101 regarding the declaration of no objection are complied with.
- 3. The application shall be submitted with mention of the reinsurance activity and of the data which are to be specified by or pursuant to Order in Council.
- 4. Upon application, the Dutch Central Bank may grant a full or partial dispensation from paragraph 1, opening words and under (c), (d), (f), (g) or (k), if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached otherwise.


§ 2.2.2A.2 Branch offices of and provision of services by reinsurers having their seat in another Member State


Article 2:26c Reinsurers from another Member State

- 1. A reinsurer having its seat in another Member State may start conducting its business from a branch office situated in the Netherlands or by means of providing services to the Netherlands if it has obtained a license for that purpose from the supervisory authority of that Member State.
- 2. Article 1:107, paragraph 2, shall not apply.


§ 2.2.2A.3 Branch offices and provision of services by reinsurers having their registered office in a non-Member State


Article 2:26d Reinsurers from a non-Member State with a branch office in the Netherlands

- 1. It is prohibited for any person having his seat in a non-Member State to conduct the business of reinsurer from a branch office situated in the Netherlands without a license granted for that purpose by the Dutch Central Bank.
- 2. The business of reinsurer shall be subdivided into life reinsurance activities, funeral expenses and benefits in kind reinsurance activities and non-life reinsurance activities.
- 3. Paragraph 1 shall not apply to reinsurers having their seat in a State to be designated by the Minister in which the supervision of the conduct of business of a reinsurer provides sufficient safeguards with respect to the interests which the present Act seeks to protect. Further rules may be set by Order in Council as regards the designation of States. The Minister may revoke the designation decision.
- 4. Paragraph 1 shall not apply to:
a. life insurers that hold a license as referred to in Article 2:40 to conduct the business of a life insurer from a branch office situated in the Netherlands, insofar as they conduct the business of a reinsurer in life reinsurance activities;
b. funeral expenses and benefits in kind insurers having their seat in a designated State or holding a license as referred to in Article 2:50 to conduct the business of a funeral expenses and benefits in kind insurer, insofar as they conduct the business of a reinsurer in funeral expenses and benefits in kind reinsurance activities, and;
c. non-life insurers that hold a license as referred to in Article 2:40 to conduct the business of a non-life insurer from a branch office situated in the Netherlands, insofar as they conduct the business of a reinsurer in non-life reinsurance activities. - 5. A decision to designate a State as referred to in paragraph 3, and the revocation of such a decision, shall be published in the Government Gazette (‘Staatscourant’).


Article 2:26e Statutory provisions which have to be met

- 1. Upon application, the Dutch Central Bank shall grant a license as referred to in Article 2:26d, paragraph 1, if the applicant shows, with regard to the branch office, that he will comply with the provisions arising from:
a. Article 3:8 with regard to the proper credentials of the persons referred to in that Article;
b. Article 3:9 with regard to the reliability of the persons referred to in that Article;
c. Article 3:10, paragraph 1 and 2, with regard to the policy on the sound conduct of business;
d. Article 3:16, paragraph 1 and 2, with regard to the control structure;
e. Article 3:17, paragraph 1 and 2, with regard to the operational structure;
f. Article 3:53, paragraph 1 up to and including 4, with regard to the minimum equity capital;
g. Article 3:57, paragraph 1 up to and including 4, with regard to solvency, and;
h. Article 3:70 with regard to the financial year,
as well as that the applicant complies with Article 3:24, with regard to legal personality, the authority to conduct the business of a reinsurer, and the exercise of that authority, on the understanding that, for the purposes of (a) up to and including (h), the phrase «an insurer» in the Articles referred to in those paragraphs must be read as: «the branch office in the Netherlands of a reinsurer having its seat in a non-designated State».
- 2. The application shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.
- 3. Upon application, the Dutch Central Bank may grant a full or partial dispensation from paragraph 1, opening words and under (c), (e) or (h), if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached otherwise.


Article 2:26f Reinsurers from a non-Member State providing services to the Netherlands from a place of business in a non-Member State

- 1. It is prohibited for any person having his seat in a non-Member State to conduct the business of a reinsurer by means of providing services to the Netherlands from a place of business in a non-Member State, unless he has notified the Dutch Central Bank of his intention to do so and shows that he will comply with the provisions arising from:
a. Article 3:24 with regard to legal personality, the authority to conduct the business of a reinsurer and the exercise of that authority, and;
b. Article 3:57, paragraph 1 up to and including 4, with regard to solvency, on the understanding that, for the purposes of the present paragraph, the phrase «an insurer having its seat in the Netherlands» in that Article must be read as: «a reinsurer having its seat in a non-designated State».
The reinsurer shall submit a declaration issued by the supervisory authority of the State where it has its seat showing that it is authorized in that State to conduct the business of a reinsurer.
- 2. The notification shall be made with mention of the data which are to be specified by or pursuant to Order in Council.
- 3. The reinsurer may start conducting its business by means of providing services to the Netherlands after the notification referred to in Article 2:47 and after the issuance of the declaration referred to in paragraph 1.
- 4. The reinsurer referred to in paragraph 1 shall conduct its business by means of providing services to the Netherlands only in the activities with regard to which it is authorized to do so in the State where it has its seat.
- 5. Paragraph 1 shall not apply to reinsurers conducting their business from a place of business in a State designated by the Minister on the basis of Article 2:26d, paragraph 3.


Article 2:26g Reinsurers from a non-designated State

- 1. A reinsurer having its seat in a non-designated State may start conducting its business from a branch office situated in another Member State by means of providing services to the Netherlands, if it has obtained a license from the supervisory authority of that Member State to conduct its business from that branch office.
- 2. A reinsurer having its seat in a State designated by the Minister on the basis of Article 2:26d, paragraph 3, may start conducting its business from a branch office in another Member State by means of providing services to the Netherlands.
- 3. Article 1:107, paragraph 2, shall not apply to reinsurers as referred to in paragraph 1 and 2.



Section 2.2.3 Conducting the business of a life insurer and non-life insurer


§ 2.2.3.1 Requirements for licensing life insurers and non-life insurers having their seat in the Netherlands


Article 2:27 License for life insurers and non-life insurers

- 1. It is prohibited for any person having his seat in the Netherlands to conduct the business of a life insurer or non-life insurer without a license granted for that purpose by the Dutch Central Bank.
- 2. Within the business of a life insurer and the business of a non-life insurer, a distinction shall be made between the sectors listed in the Sectors Annex belonging to the present Act.
- 3. Where it concerns the prohibition of conducting the business of a life insurer, paragraph 1 shall not apply to financial enterprises that only conduct the business of a funeral expenses and benefits in kind insurer under a license as referred to in Article 2:48, paragraph 1..


Article 2:28 Situations in which no license can be granted

- 1. No license to conduct the business of a non-life insurer shall be granted to a person who holds a license to conduct the business of a life insurer.
- 2. No license to conduct the business of a life insurer shall be granted to a person who holds a license to conduct the business of a non-life insurer.
- 3. No license to conduct the business of a non-life insurer shall be granted to a person who holds a license to conduct the business of a reinsurer in life reinsurance activities or funeral expenses and benefits in kind reinsurance activities.
- 4. No license to conduct the business of a life insurer or funeral expenses and benefits in kind insurer shall be granted to a person who holds a license to conduct the business of a reinsurer in non-life reinsurance activities.


Article 2:29 Life insurers in the Permanent Health Insurance sector

- 1. A life insurer holding a license to conduct the business of a life insurer in the Permanent Health Insurance sector shall not be eligible for a license to conduct the business of a life insurer in another sector.
- 2. A life insurer holding a license to conduct the business of a life insurer in a sector other than the Permanent Health Insurance sector shall not be eligible for a license to conduct the business of a life insurer in the Permanent Health Insurance sector.


Article 2:30 Life insurers in the Capitalisation Activities sector or the Group Pension Funds Management sector

Without prejudice to Article 2:31, the Dutch Central Bank shall only grant a license to a life insurer having its seat in the Netherlands in respect of the Capitalisation Activities sector or the Group Pension Funds Management sector if the applicant holds a license in respect of the General Life Insurance sector and ensures and shows that:
a. it will perform the activities in the aforementioned Capitalisation Activities sector or the Group Pension Funds Management sector, respectively, to such an extent that these activities are of subordinate importance to its business as a whole, and;
b. in case of an application relating to the Group Pension Funds Management sector, it will comply with any other rules that may be set by or pursuant to Order in Council.


Article 2:31 Statutory provisions to be met

- 1. Upon application, the Dutch Central Bank shall grant a license as referred to in Article 2:27, paragraph 1, if the applicant shows that he will comply with the provisions arising from:
a. Article 3:8 with regard to the proper credentials of the persons referred to in that Article;
b. Article 3:9 with regard to the reliability of the persons referred to in that Article;
c. Article 3:10, paragraph 1 and 2, with regard to the policy on the sound conduct of business;
d. Article 3:15, paragraph 1 and 2, with regard to the minimum number of persons laying down the day-to-day policy and determining the place from where they perform their activities;
e. Article 3:16, paragraph 1 and 2, with regard to the control structure;
f. Article 3:17, paragraph 1 and 2, with regard to the operational structure;
g. Article 3:19, paragraph 1, with regard to the minimum number of members of the Supervisory Board;
h. Article 3:20 with regard to the legal type of the person;
i. Article 3:53, paragraph 1 up to and including 4, with regard to the minimum equity capital;
j. Article 3:57, paragraph 1 up to and including 4, with regard to solvency, and;
k. Article 3:70 with regard to the financial year.
- 2. If it concerns an application of an insurer having its seat in the Netherlands in which a qualified shareholder’s participation is held, the Dutch Central Bank shall grant, without prejudice to paragraph 1, a license if the holder of the qualified shareholder’s participation has applied for a declaration of no objection in accordance with Article 3:95, paragraph 2, and the Dutch Central Bank is of the opinion that the provisions arising from Articles 3:99 up to and including 3:101 regarding the declaration of no objection are complied with.
- 3. The application shall be submitted with mention of the sector or sectors for which the license is requested and of the data which are to be specified by or pursuant to Order in Council.
- 4. Upon application, the Dutch Central Bank may grant a full or partial dispensation from paragraph 1, opening words and under (c), (d), (f), (g) or (k), if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached otherwise.


Article 2:32 Non-life insurers in the Motor Vehicle Liability sector

- 1. Upon application, the Dutch Central Bank shall grant a license to conduct the business of a non-life insurer in the Motor Vehicle Liability sector if the applicant, without prejudice to Article 2:31, shows that he will comply with the provisions arising from:
a. Article 4:70, paragraph 1, under (a) and (b), with regard to the obligations resulting from the Motor Insurance Liability Act (Wet aansprakelijkheidsverzekering motorrijtuigen), and;
b. Article 4:70, paragraph 2, with regard to the loss adjuster.
- 2. The application for a license shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.


Article 2:33 Non-life insurers in the Legal Aid sector

- 1. Upon application, the Dutch Central Bank shall grant a license to conduct the business of a non-life insurer in the Legal Aid sector if the applicant, without prejudice to Article 2:31, shows that he will comply with the provisions of Article 4:65 relating to the prevention of conflicts of interest.
- 2. The application for a license shall be made with mention of the data which are to be specified by or pursuant to Order in Council.



§ 2.2.3.2 Branch office and provision of services by life insurers and non-life insurers having their seat in another Member State


Article 2:34 Life insurers and non-life insurers from another Member State

- 1. If the Dutch Central Bank receives a notification from a supervisory authority of another Member State of the intention of a life insurer or non-life insurer having its seat in another Member State to conduct its business from a branch office situated in the Netherlands or by means of providing services to the Netherlands, it shall, without delay, inform the life insurer or non-life insurer involved of the receipt of this notification.
- 2. Within two months after the receipt of the notification regarding the intention to conduct the business from a branch office, the Dutch Central Bank may inform the supervisory authority of the other Member State of the conditions which the life insurer or non-life insurer must observe for reasons of public interest in conducting its business in the Netherlands. The Dutch Central Bank shall send a copy thereof to the life insurer or non-life insurer.


Article 2:35 Starting moment for conducting the business of a life insurer or non-life insurer

A life insurer or non-life insurer having its seat in another Member State that has obtained a license from the supervisory authority of that Member State and that intends to conduct its business from a branch office situated in the Netherlands, may start doing so two months after receiving the notification referred to in Article 2:34, paragraph 1, or immediately after receiving the notification referred to in Article 2:34, paragraph 2.


Article 2:36 Life insurers or non-life insurers from another Member State without a (voluntary) license

- 1. It is prohibited for any person having his seat in another Member State who, under the law of the Member State where he has his seat, does not require a license granted by the supervisory authority of that Member State to conduct the business of a life insurer or non-life insurer and who has not obtained such license on a voluntary basis, to conduct the business of a life insurer or non-life insurer, respectively, from a branch office situated in the Netherlands without a license granted for that purpose by the Dutch Central Bank.
- 2. It is prohibited for any person having his seat in another Member State who, under the law of the Member State where he has his seat, does not require a license granted by the supervisory authority of that Member State to conduct the business of a life insurer or non-life insurer and who has not obtained such license on a voluntary basis, to conduct the business of a life insurer or non-life insurer, respectively, by means of the provision of services without a license granted for that purpose by the Dutch Central Bank, unless has has notified the Dutch Central Bank of his intention to do so and shows that he will comply with the provisions arising from:
a. Article 3:24 with regard to legal personality, the authority to conduct the business of a life insurer or non-life insurer, respectively, and the exercise of that authority, and;
b. Article 3:57, paragraph 1 up to and including 4, with regard to solvency, on the understanding that, for the purposes of the present paragraph, the phrase «an insurer having its seat in the Netherlands» in that Article must be read as: «an insurer having its seat in a non-Member State».
If, pursuant to Article 3:57, paragraph 2, further rules have been set by or pursuant to Order in Council, the applicant shall also show that he will comply with those rules, insofar as that Order in Council requires so.
- 3. The notification referred to in paragraph 2 shall be made with mention of the data which are to be specified by or pursuant to Order in Council.
- 4. The insurer may start conducting its business from the branch office situated in the Netherlands two months after receipt of the notification referred to in Article 2:34, paragraph 1.
- 5. The insurer shall only conduct its business by means of providing services to the Netherlands in the sectors in regard of which it is authorised to do so in the State where it has its seat.


Article 2:37 Statutory provisions to be met

- 1. Upon application, the Dutch Central Bank shall grant a license as referred to in Article 2:36, paragraph 1, if the applicant shows that he will comply with the provisions arising from:
a. Article 3:8 with regard to the proper credentials of the persons referred to in that Article;
b. Article 3:9 with regard to the reliability of the persons referred to in that Article;
c. Article 3:10, paragraph 1 and 2, with regard to the policy on the sound conduct of business;
d. Article 3:17, paragraph 1 and 2, with regard to the operational structure;
e. Article 3:47, paragraph 1 up to and including 3 and 5 up to and including 8, with regard to the representative of an insurer;
f. Article 3:53, paragraph 1 up to and including 4, with regard to the minimum equity capital;
g. Article 3:57, paragraph 1 up to and including 4, with regard to solvency, and;
h. Article 3:70, paragraph 1, with regard to the financial year,
as well as that the applicant will comply with Article 3:24, with regard to legal personality, the authority to conduct the business of a life insurer or non-life insurer, and the exercise of that authority, on the understanding that, for the purposes of (a) up to and including (d), (f) and (g) the phrase «an insurer having its seat in the Netherlands» in the Articles referred to in those paragraphs must be read as: «the branch office situated in the Netherlands of an insurer having its seat in another Member State».
- 2. The application for a license shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.
- 3. Upon application, the Dutch Central Bank may grant a full or partial dispensation from paragraph 1, opening words and under (c), (d), (e) or (h), if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached in other ways.


Article 2:38 Providing insurance services to the Netherlands from a place of business in another Member State

- 1. A life insurer or non-life insurer having its seat in another Member State that holds a license to conduct its business, granted by the supervisory authority of that Member State, and that intends for the first time to conduct its business by means of providing services to the Netherlands from a place of business in another Member State, may start doing so after receiving the notification as referred to in Article 2:34, paragraph 1.
- 2. The insurer shall only conduct its business by means of providing services to the Netherlands in the sectors in regard of which it is authorised to do so in the Member State where it has its seat.
- 3. In the case of Community co-insurance, paragraph 1 and 2 shall apply only to non-life insurers that are acting as the first non-life insurer.


Article 2:39 Providing insurance services to the Netherlands from a branch office in a non-Member State

- 1. A life insurer or non-life insurer having its seat in another Member State that holds a license to conduct its business, granted by the supervisory authority of that Member State, and that intends for the first time to conduct its business by means of providing services to the Netherlands from a branch office situated in a non-Member State, shall, before starting the provision of services, notify the Dutch Central Bank of such intention and provide the data to be specified by or pursuant to Order in Council.
- 2. When the Dutch Central Bank has received a notification as referred to in paragraph 1, it shall, without delay, confirm the receipt of this notification to the insurer that made the notification. The insurer may start conducting its business by means of providing services to the Netherlands after receiving that confirmation.
- 3. In the case of Community co-insurance, paragraph 1 and 2 shall apply only to non-life insurers that are acting as the first non-life insurer.



§ 2.2.3.3 Branch office and provision of services by life insurers and non-life insurers having their seat in a non-Member State


Article 2:40 Life insurers and non-life insurers from a non-Member State

- 1. It is prohibited for any person having his seat in a non-Member State to conduct the business of a life insurer or non-life insurer from a branch office in the Netherlands without a license granted for this purpose by the Dutch Central Bank.
- 2. Within the business of a life insurer and the business of a non-life insurer, a distinction shall be made between the sectors listed in the Sectors Annex of the present Act.


Article 2:41 Statutory provisions to be met

- 1. Upon application, the Dutch Central Bank shall grant a license as referred to in Article 2:40 if the applicant shows that he will comply with the provisions arising from:
a. Article 3:8 with regard to the proper credentials of the persons referred to in that Article;
b. Article 3:9 with regard to the reliability of the persons referred to in that Article;
c. Article 3:10, paragraph 1 and 2, with regard to the policy on the sound conduct of business;
d. Article 3:17, paragraph 1 and 2, with regard to the operational structure;
e. Article 3:47, paragraph 1 up to and including 3 and 5 up to and including 8, with regard to the representative of an insurer;
f. Article 3:53, paragraph 1 up to and including 4, with regard to the minimum equity capital;
g. Article 3:57, paragraph 1 up to and including 4, with regard to solvency, and;
h. Article 3:70, paragraph 1, with regard to the financial year,
as well as that the applicant will comply with Article 3:24, with regard to legal personality, the authority to conduct the business of a life insurer or non-life insurer, and the exercise of that authority, on the understanding that, for the purposes of (a) to (d), (f) and (g) the phrase «an insurer having its seat in the Netherlands» in the Articles referred to in those paragraphs must be read as: «the branch office situated in the Netherlands of an insurer having its seat in a non-Member State».
- 2. The application for a license shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.
- 3. Upon application, the Dutch Central Bank may grant a full or partial dispensation from paragraph 1, opening words and under (c), (d), (e) or (h), if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached in other ways.


Article 2:42 Non-life insurers in the Motor Vehicle Liability sector

- 1. Upon application, the Dutch Central Bank shall grant a license as referred to in Article 2:40 to an applicant who wishes to conduct his business in the Motor Vehicle Liability sector if the applicant shows, without prejudice to Article 2:41, that he will comply with the provisions arising from:
a. Article 4:70, paragraph 1, under (a) and (b), with regard to the obligations resulting from the Motor Insurance Liability Act, and;
b. Article 4:70, paragraph 2, with regard to the loss adjuster.
- 2. The application for a license shall be made with mention of the data which are to be specified by or pursuant to Order in Council.


Article 2:43 Non-life insurers in the Legal Aid sector

- 1. Upon application, the Dutch Central Bank shall grant a license as referred to in Article 2:40 to an applicant who wishes to conduct his business in the Legal Aid sector if the applicant, without prejudice to Article 2:41, shows that he will comply with the provisions of Article 4:65 relating to the prevention of conflicts of interest.
- 2. The application for a license shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.


Article 2:44 Person from a non-Member State conducting the business of a life insurer as well as of a non-life insurer

- 1. A person who conducts both, the business of a non-life insurer and the business of a life insurer, in a non-Member State shall only be eligible for a license to conduct the business of a non-life insurer.
- 2. Paragraph 1 shall not apply to insurers that since 15 March 1979 exclusively conduct the business of a life insurer from branch offices situated in the Netherlands.


Article 2:45 Provision of insurance services to the Netherlands from a place of business in a non-Member State

- 1. It is prohibited for any person having his seat in a non-Member State to conduct the business of a life insurer or non-life insurer by means of providing services to the Netherlands from a place of business in a non-Member State, unless he has notified the Dutch Central Bank of his intention to do so and shows that he will comply with the provisions arising from:
a. Article 3:24 with regard to legal personality, the authority to conduct the business of a life insurer or non-life insurer, respectively, and the exercise of that authority, and;
b. Article 3:57, paragraph 1 up to and including 4, with regard to solvency, on the understanding that, for the purposes of the present paragraph, the phrase «an insurer having its seat in the Netherlands» in that Article must be read as: «an insurer having its seat in a non-Member State».
- 2. The notification shall contain the data to be specified by or pursuant to Order in Council.
- 3. The life insurer or non-life insurer may start conducting its business by means of providing services to the Netherlands after receiving the confirmation referred to in Article 2:47.
- 4. The life insurer or non-life insurer referred to in paragraph 1 shall only conduct its business by means of providing services to the Netherlands in the sectors in regard of which it is authorised to do so in the State where it has its seat.


Article 2:45a Insurers from a non-Member State in the Motor Vehicle Liability sector

- 1. If the person referred to in Article 2:45, paragraph 1, wants to operate in the Motor Vehicle Liability sector, he shall also show that he will comply with the provisions arising from:
a. Article 4:70, paragraph 1, under (a) and (b), with regard to the obligations resulting from the Motor Insurance Liability Act;
b. Article 4:70, paragraph 2,with regard to the loss adjuster, and;
c. Article 4:71, paragraph 1, under (e), with regard to the loss adjuster.
- 2. Article 2:45, paragraph 2 up to and including 4, shall apply accordingly.


Article 2:46 Insurers from a non-Member State providing services to the Netherlands from a branch office in another Member State

- 1. It is prohibited for any person having his seat in a non-Member State to conduct the business of a life insurer or non-life insurer by means of providing services to the Netherlands from a branch office in another Member State, unless he has notified the Dutch Central Bank thereof.
- 2. The notification shall contain the data which are to be specified by or pursuant to Order in Council.
- 3. The life insurer or non-life insurer may start conducting its business by means of providing services to the Netherlands from the branch office after receiving the confirmation referred to in Article 2:47.
- 4. In the case of Community co-insurance, paragraph 1 and 2 shall apply only to non-life insurers which are acting as the first non-life insurer.


Article 2:47 Confirmation of receipt of notification

Where the Dutch Central Bank has received a notification as referred to in Articles 2:26f, paragraph 1, 2:45, paragraph 1, 2:46, paragraph 1, or 2:54f, paragraph 1, it shall, without delay, confirm the receipt of this notification to the entity for risk acceptance, reinsurer, life insurer or non-life insurer that made the notification.



Section 2.2.4 Conducting the business of a funeral expenses and benefits in kind insurer


§ 2.2.4.1 Requirements for licensing funeral expenses and benefits in kind insurers having their seat in the Netherlands


Article 2:48 License for funeral expenses and benefits in kind insurers

- 1. It is prohibited for any person having his seat in the Netherlands to conduct the business of a funeral expenses and benefits in kind insurer without a license granted for that purpose by the Dutch Central Bank.
- 2. Paragraph 1 shall not apply to financial enterprises having their seat in the Netherlands that have obtained a license on the basis of the present Part from the Dutch Central Bank to conduct the business of a life insurer.


Article 2:49 Statutory provisions to be met

- 1. Upon application, the Dutch Central Bank shall grant a license as referred to in Article 2:48 if the applicant shows that he will comply with the provisions arising from:
a. Article 3:8 with regard to the proper credentials the persons referred to in that Article;
b. Article 3:9 with regard to the reliability of the persons referred to in that Article;
c. Article 3:10, paragraph 1 and 2, with regard to the policy on the sound conduct of business;
d. Article 3:15, paragraph 1 and 2, with regard to the minimum number of persons laying down the day-to-day policy and the place from which they perform their activities;
e. Article 3:16, paragraph 3, with regard to the control structure;
f. Article 3:17 paragraph 1 and 2, with regard to the operational structure;
g. Article 3:19 paragraph 1, with regard to the minimum number of members of the Supervisory Board;
h. Article 3:20 with regard to the legal form;
i. Article 3:53, paragraph 1 up to and including 4, with regard to the minimum equity capital;
j. Article 3:57, paragraph 1 up to and including 4, with regard to solvency, and;
k. Article 3:70, paragraph 1, with regard to the financial year.
- 2. The application for the license shall be made with mention of the data which are to be specified by or pursuant to Order in Council.
- 3. Upon application, the Dutch Central Bank may grant a full or partial dispensation from paragraph 1, opening words and under (c), (d), (f), (g) or (k), if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached in other ways.



§ 2.2.4.2 Requirements for licensing funeral expenses and benefits in kind insurers having their seat outside the Netherlands


Article 2:50 Funeral expenses and benefits in kind insurers from outside the Netherlands with a Dutch branch office

- 1. It is prohibited for any person having his seat outside the Netherlands to conduct the business of a funeral expenses and benefits in kind insurer from a branch office situated in the Netherlands without a license granted for that purpose by the Dutch Central Bank.
- 2. Paragraph 1 shall not apply to funeral expenses and benefits in kind insurers having their seat in a State to be designated by the Minister in which the supervision over the conduct of the funeral expenses and benefits in kind insurance business provides sufficient safeguards with respect to the interests which the present Act seeks to protect. Further rules may be set by Order in Council as regards the designation of States. The Minister may revoke the designation decision.
- 3. Paragraph 1 shall not apply to life insurers holding a license as referred to in Articles 2:36 or 2:40 in respect of the General Life Insurance sector.


Article 2:51 Statutory provisions to be met

- 1. Upon application, the Dutch Central Bank shall grant a license as referred to in Article 2:50 if the applicant shows that he will comply with the provisions arising from:
a. Article 3:8 with regard to the proper credentials of the persons referred to in that Article;
b. Article 3:9 with regard to the reliability of the persons referred to in that Article;
c. Article 3:10, paragraph 1 and 2, with regard to the policy on the sound conduct of business;
d. Article 3:17, paragraph 1 and 2, with regard to the operational structure;
e. Article 3:47, paragraph 1 up to and including 3 and 5 up to and including 8, with regard to the representative of an insurer;
f. Article 3:53, paragraph 1 up to and including 4, with regard to the minimum equity capital;
g. Article 3:57, paragraph 1 up to and including 4, with regard to solvency, and;
h. Article 3:70, paragraph 1, with regard to the financial year,
as well as that the applicant will comply with Article 3:24, with regard to legal personality, the authority to conduct the business of a funeral expenses and benefits in kind insurer and the exercise of that authority, on the understanding that, for the purposes of (a) up to and including (d), (f) and (g) the phrase «an insurer having its seat in the Netherlands» or the phrase «a life insurer having its seat in the Netherlands or a non-life insurer having its seat in the Netherlands» in the Articles referred to in those paragraphs must be read as: «the branch office in the Netherlands of an insurer having its seat in a non-Member State» or, respectively, «the branch office in the Netherlands of a funeral expenses and benefits in kind insurer having its seat in a non-Member State».
- 2. The application for the license shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.
- 3. Upon application, the Dutch Central Bank may grant a full or partial dispensation from paragraph 1, opening words and under (c) and (d) up to and including (h), if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached otherwise.


Article 2:52 Funeral expenses and benefits in kind insurers from outside the Netherlands providing services to the Netherlands

- 1. It is prohibited for any person having his seat outside the Netherlands to conduct the business of a funeral expenses and benefits in kind insurer by means of providing services to the Netherlands, unless he has notified the Dutch Central Bank of his intention to do so. - 2. Paragraph 1 shall not apply to funeral expenses and benefits in kind insurers having their seat in a State to be designated by the Minister pursuant to Article 2:50.
- 3. Paragraph 1 shall not apply to funeral expenses and benefits in kind insurers having their seat in another Member State that hold a license, granted by the supervisory authority of that Member State, to conduct the business of a funeral expenses and benefits in kind insurer.
- 4. Where the Dutch Central Bank has received a notification as referred to in paragraph 1, it shall, without delay, confirm the receipt of this notification to the financial enterprise that made the notification.


Article 2:53 Starting moment for conducting business

- 1. The notification referred to in Article 2:52, paragraph 1, shall be made with mention of the data which are to be specified by or pursuant to Order in Council.
- 2. The funeral expenses and benefits in kind insurer referred to in Article 2:52, paragraph 1, may start providing services after it has received the confirmation referred to in Article 2:52, paragraph 4, from the Dutch Central Bank.


Article 2:54 Funeral expenses and benefits in kind insurers from a designated State

- 1. A funeral expenses and benefits in kind insurer as referred to in Article 2:50, paragraph 2, or Article 2:52, paragraph 2, that intends to conduct the business of a funeral expenses and benefits in kind insurer from a branch office situated in the Netherlands or by means of providing services to the Netherlands, shall notify the Dutch Central Bank of such intention. The funeral expenses and benefits in kind insurer shall submit a declaration issued by the supervisory authority of that designated State from which shows that it is authorized in that State to conduct the business of a funeral expenses and benefits in kind insurer.
- 2. After the notification has been made and the declaration has been issued, the funeral expenses and benefits in kind insurer may start conducting the intended business by means of providing services to the Netherlands, unless the Dutch Central Bank announces that such intention is in conflict with the present Act.
- 3. Where the Dutch Central Bank has received a notification as referred to in paragraph 1, it shall, without delay, confirm the receipt of this notification to the funeral expenses and benefits in kind insurer that made the notification.
- 4. Within two months after the receipt of the notification from the funeral expenses and benefits in kind insurer, the Dutch Central Bank may notify the supervisory authority of the designated State of the conditions which the funeral expenses and benefits in kind insurer must observe for reasons of public interest in conducting its business from the branch office situated in the Netherlands. The Dutch Central Bank shall send a copy thereof to the funeral expenses and benefits in kind insurer.



Section 2.2.4A Conducting the business of an entity for risk acceptance


§ 2.2.4A.1 Requirements for licensing entities for risk acceptance having their seat in the Netherlands


Article 2:54a License for entities for risk acceptance

- 1. It is prohibited for any person having his seat in the Netherlands to conduct the activities of an entity for risk acceptance without a license granted for that purpose by the Dutch Central Bank.
- 2. A license as referred to in paragraph 1 shall mention the type of reinsurance activities for which the license is granted.


Article 2:54b Statutory provisions to be met

- 1. Upon application, the Dutch Central Bank shall grant a license as referred to in Article 2:54a, paragraph 1, if the applicant shows that he will comply with the provisions arising from:
a. Article 3:8 with regard to the proper credentials the persons referred to in that Article;
b. Article 3:9 with regard to the reliability of the persons referred to in that Article;
c. Article 3:10, paragraph 1 and 2, with regard to the policy on the sound conduct of business;
d. Article 3:16, paragraph 1 and 2, with regard to the control structure;
e. Article 3:17, paragraph 1 and 2, with regard to the operational structure;
f. Article 3:19, paragraph 1, with regard to the minimum number of members of the Supervisory Board;
g. Article 3:53, paragraph 1 up to and including 4, with regard to the minimum equity capital;
h. Article 3:57, paragraph 1 up to and including 4, with regard to solvency, and;
i. Article 3:70, paragraph 1, with regard to the financial year.
- 2. If the application relates to an entity for risk acceptance having its seat in the Netherlands in which a qualified shareholder’s participation is held, the Dutch Central Bank shall, without prejudice to paragraph 1, grant a license if the holder of the qualified shareholder’s participation has applied for a declaration of no objection in accordance with Article 3:95, paragraph 2, and the Dutch Central Bank is of the opinion that the provisions arising from Articles 3:99 up to and including 3:101 regarding the declaration of no objection have been complied with.
- 3. The application for the license shall be made with mention of the reinsurance activity and of the data which are to be specified by or pursuant to Order in Council.
- 4. Upon application, the Dutch Central Bank may grant a full or partial dispensation from paragraph 1, opening words and under (c), (e), (f), (h) or (i), if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached in other ways.



§ 2.2.4A.2 Branch offices of and provision of services by entities for risk acceptance having their seat in another Member State


Article 2:54c Entities for risk acceptance from another Member State

- 1. An entity for risk acceptance having its seat in another Member State may start conducting its activities from a branch office situated in the Netherlands or by means of providing services to the Netherlands, if it has obtained a license for that purpose from the supervisory authority of that Member State.
- 2. Article 1:107, paragraph 2, shall not apply.



§ 2.2.4A.3 Branch offices of and provision of services by entities for risk acceptance having their seat in a non-Member State


Article 2:54d Entities for risk acceptance from a non-Member State

- 1. It is prohibited for any person having his seat in a non-Member State to conduct the activities of an entity for risk acceptance from a branch office situated in the Netherlands without a license granted for that purpose by the Dutch Central Bank.
- 2. Paragraph 1 shall not apply to entities for risk acceptance having their seat in a non-Member State to be designated by the Minister in which the supervision over the conduct of activities of an entity for risk acceptance provides sufficient safeguards with respect to the interests which the present Act seeks to protect. Further rules may be set by Order n Council in regard of the designation of States. The Minister may revoke the designation decision.
- 3. A decision to designate a State as referred to in paragraph 2 and the revocation of such a decision shall be published in the Government Gazette (‘Staatscourant’).


Article 2:54e Statutory provisions to be met

- 1. Upon application, the Dutch Central Bank shall grant a license as referred to in Article 2:54d, paragraph 1, if the applicant shows that, with regard to the branch office, he will comply with the provisions arising from:
a. Article 3:8 with regard to the proper credentials the persons referred to in that Article;
b. Article 3:9 with regard to the reliability of the persons referred to in that Article;
c. Article 3:10, paragraph 1 and 2, with regard to the policy on the sound conduct of business;
d. Article 3:16, paragraph 1 and 2, with regard to the control structure;
e. Article 3:17, paragraph 1 and 2, with regard to the operational structure;
f. Article 3:53, paragraph 1 up to and including 4, with regard to the minimum equity capital;
g. Article 3:57, paragraph 1 up to and including 4, with regard to solvency, and;
h. Article 3:70, paragraph 1, with regard to the financial year,
as well as that the applicant complies with Article 3:24, with regard to legal personality, the authority to conduct the activities of an entity for risk acceptance, and the exercise of that authority, on the understanding that, for the purposes of (a) to (h), the phrase «an insurer having its seat in the Netherlands» in the Articles referred to in those paragraphs must be read as: «the branch office in the Netherlands of an entity for risk acceptance having its seat in a non-designated State».
- 2. The application for the license shall be made with mention of the data which are to be specified by or pursuant to Order in Council.
- 3. Upon application, the Dutch Central Bank may grant a full or partial dispensation from paragraph 1, opening words and under (c), (e), (g) or (h), if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached in other ways.


Article 2:54f Entities for risk acceptance from a non-designated State

- 1. It is prohibited for any person having his seat in a non-designated State to conduct the business of an entity for risk acceptance by means of providing services to the Netherlands, unless he has notified the Dutch Central Bank of his intention to do so and shows that he will comply with the provisions arising from:
a. Article 3:24 with regard to legal personality, the authority to conduct the business of an entity for risk acceptance and the exercise of that authority, and;
b. Article 3:57, paragraph 1 up to and including 4, with regard to solvency, on the understanding that, for the purposes of the present paragraph, the phrase «an insurer having its seat in the Netherlands» in that Article must be read as: «an entity for risk acceptance having its seat in a non-designated State».
The entity for risk acceptance shall submit a declaration issued by the supervisory authority of that non-designated State from which shows that it is authorized in that State to conduct the activities of an entity for risk acceptance.
- 2. The notification shall be made with mention of the data which are to be specified by or pursuant to Order in Council.
- 3. The entity for risk acceptance may start conducting its business by means of providing services to the Netherlands after the notification referred to in Article 2:47 and after the issuance of the declaration referred to in paragraph 1.
- 4. The entity for risk acceptance referred to in paragraph 1 shall only conduct its business by means of providing services to the Netherlands in the activities in regard of which it is authorized to do so in the State where it has its seat.



Section 2.2.4B Conducting the business of a premium pension institution


§ 2.2.4B.1 Requirements for licensing premium pension institutions


Article 2:54g License for premium pension institutions

- 1. It is prohibited to conduct the business of a premium pension institution without a license granted for that purpose by the Dutch Central Bank.
- 2. The prohibition meant in paragraph 1 does not apply to pension funds and pension institutions from another Member State.


Article 2:54e Statutory provisions to be met

- 1. Upon application, the Dutch Central Bank shall grant a license as referred to in Article 2:54g, paragraph 1, if the applicant has his seat in the Netherlands and shows that he will comply with the provisions arising from:
a. Article 3:8 with regard to the proper credentials the persons referred to in that Article;
b. Article 3:9 with regard to the reliability of the persons referred to in that Article;
c. Article 3:10, paragraph 1 and 2, with regard to the policy on the sound conduct of business;
d. Article 3:15, paragraph 1 and 2, with regard to the minimum number of persons laying down the day-to-day policy and determining the place from which they perform their activities;
e. Article 3:16 with regard to the control structure;
f. Article 3:17, paragraph 1 and 2, with regard to the operational structure;
g. Article 3:18 with regard to outsourcing work to third persons;
h. Article 3:19a with regard to the legal type of the person;
i. Article 3:35a with regard to capital funding and independency;
j. Article 3:53, paragraph 1 and 3, with regard to the minimum equity capital;
k. Article 4:71b, paragraph 1, with regard to the custody of the pension capital by a pension custodian;
l. Article 4:71b, paragraph 2, with regard to the legal type of the person and the objective of the pension custodian as described in the articles of incorporation;
m. Article 4:71b, paragraph 3, with regard to the taking of measures by the premium pension institution on order to protect the rights of the persons entitled to the pension;
n. Article 4:71c with regard to the contracts to be concluded between the premium pension institution and the contributing enterprise and between the premium pension institution and the pension custodian.
- 2. If the applicant has his seat in the Netherlands and has the intention to operate in the Netherlands as consultant, intermediary, authorized agent or sub-authorized agent, the Dutch Central Bank shall grant the license if the applicant, without prejudice to paragraph 1, shows that he will comply with the provisions arising from:
a. Article 4:9, paragraph 2 and 3, with regard to the professional skills of the persons meant in Article 4:9, paragraph 2;
b. Article 4:15, paragraph 2, under (b), opening words and under 1° and 2°, with regard to the operating structure.
- 3. The application for the license shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.
- 4. Upon application, the Dutch Central Bank may grant, whether or not for a specific period of time, a full or partial dispensation from paragraph 1, opening words and under (c), (d), (f), (g), (i), (j), (k), (l) or (m), if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached otherwise.



Section 2.2.4C Conducting the business of an exchange institution


§ 2.2.4c.1 Requirements for licensing exchange institutions having their seat in the Netherlands


Article 2:54i License for exchange institutions

- 1. It is prohibited for any person having his seat in the Netherlands to conduct the business of an exchange institution without a license granted for that purpose by the Dutch Central Bank.
- 2. Paragraph 1 does not apply to financial enterprises which have a license, granted by the Dutch Central Bank on the basis of the present Part, to conduct the business of a bank or of a payment service provider.
- 3. Upon application, the Dutch Central Bank may grant a dispensation from paragraph 1, if the applicant shows that the interests which the present Part and Part III ‘Prudential Supervision Financial Enterprises’ seek to protect are sufficiently protected otherwise.


Article 2:54j Statutory provisions to be met

- 1. Upon application, the Dutch Central Bank shall grant a license as referred to in Article 2:54i, paragraph 1, if the applicant shows that he will comply with the provisions arising from:
a. Article 3:9 with regard to the reliability of the persons laying down or also laying down the policy;
b. Article 10, paragraph 1 and 2, with regard to the policy on the sound conduct of business;
c. Article 3:17, paragraph 1 and 2, with regard to the operational structure;
- 2. The application for the license shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.
- 3. Upon application, the Dutch Central Bank may grant a full or partial dispensation from paragraph 1, opening words and under (b) of (c), if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached otherwise.



§ 2.2.4C.2 Exemption


Article 2:54k Exemptions granted by Ministerial Regulation

- 1. An exemption from Article 2:54i, paragraph 1, may be granted by Ministerial Regulation.
- 2. An exemption from Article 2:54j, paragraph 1, may be granted in full or in part by Ministerial Regulation.


§ 2.2.4C.3 Branch office of exchange institutions having their seat outside the Netherlands


Article 2:54l Exchange institutions from outside the Netherlands

- 1. It is prohibited for any person having his seat outside the Netherlands to conduct the business of an exchange institution from a branch office situated in the Netherlands without a license granted for that purpose by the Dutch Central Bank.
- 2. Paragraph 1 does not apply to exchange institutions having their seat in a State to be designated by the Minister where the supervision over the conduct of business of an exchange institution is safeguarded sufficiently with respect to the interests which the present Act seeks to protect. Further rules may be set by Order in Council with respect to the designation of States. The minister may revoke a designation decision.
- 3. The decision on the designation of a State as referred to in paragraph 2 or a revocation of such decision shall be made public in the Government Gazette (‘Staatscourant’).
- 4. Paragraph 1 does not apply to financial enterprises having their seat in another Member State which have a license, granted by the supervisory authority of that Member State, to conduct the business of a payment service provider or a bank, unless the license specifies otherwise.


Article 2:54m Statutory provisions to be met

- 1. Upon application, the Dutch Central Bank shall grant a license as referred to in Article 2:54l, paragraph 1, if the applicant shows that he will comply with the provisions arising from
a. Article 3:9 with regard to the reliability of the persons laying down or also laying down the policy;
b. Article 10, paragraph 1 and 2, with regard to the policy on the sound conduct of business;
c. Article 3:17, paragraph 1 and 2, with regard to the operational structure;
on the understanding that, for the purposes of (a) up to and including (c), the phrase «exchange institution having its seat in the Netherlands» in the Articles referred to in those paragraphs must be read as: «the branch office in the Netherlands of an exchange institution having its seat in a non-designated State».
- 2. The application for the license shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.
- 3. Upon application, the Dutch Central Bank may grant a full or partial dispensation from paragraph 1, opening words and under (b) of (c), if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached otherwise.


Article 2:54n Exchange institutions from a designated State

- 1. An exchange institution as meant in Article 2:54l, paragraph 2, that has the intention to conduct the business of an exchange institution from a branch office situated in the Netherlands, shall notify the Dutch Central Bank of that intention. When doing so, the exchange institution shall submit a declaration, issued by the supervisory authority of that designated State, from which shows that it is authorized to conduct the business of an exchange institution in that State.
- 2. After the notification has been made and the declaration has been issued, the exchange institution may start conducting the intended business by means of a branch office in the Netherlands.
- 3. Where the Dutch Central Bank has received a notification as referred to in paragraph 1, it shall, without delay, confirm the receipt thereof to the exchange institution involved.
- 4. Within two months after the receipt of the notification, the Dutch Central Bank may notify the supervisory authority of the designated State of the conditions which the exchange institution must observe for reasons of public interest in conducting its business from the branch office situated in the Netherlands. The Dutch Central Bank shall send a copy thereof to the exchange institution.



Section 2.2.5 Offering investment objects


§ 2.2.5.1 Requirements for licensing


Article 2:55 License for offering investment objects

- 1. It is prohibited to offer investment objects in the Netherlands without a license granted for that purpose by the Authority for the Financial Markets.
- 2. Upon application, the Authority for the Financial Markets may, whether or not for a specific period, grant a dispensation from paragraph 1 and from what is provided in Part IV ‘Conduct Supervision Financial Enterprises’ with respect to the offering of investment objects, if the applicant shows that the interests which the present Part and Part IV ‘Conduct Supervision Financial Enterprises’ seek to protect are sufficiently protected otherwise.
- 3. Paragraph 1 does not apply to the offering of investment objects, insofar as it concerns contracts which were concluded before 1 January 2007 with regard to investment objects which were not an investment object at that time as referred to in Article 1, under (d), of the Financial Services Act or which were designated pursuant to paragraph (m), under 8°, of that Article, as a financial product.


Article 2:56 Exemptions

Article 2:55, paragraph 1, shall not apply to financial enterprises which:
a. have a license to conduct the business of an insurer, granted by the Dutch Central Bank on the basis of the present Part, insofar as it is permitted for them under that license to offer investment objects;
b. have a supervisory status certificate, issued by the Dutch Central Bank on the basis of Part III ‘Prudential Supervision Financial Enterprises’, insofar as it is permitted for them under that certificate to offer investment objects, or;
c. have a license to conduct the business of a bank, granted by the Dutch Central Bank on the basis of the present Part.


Article 2:57 Exemptions for financial enterprises from another Member State

Article 2:55, paragraph 1, shall not apply to financial enterprises having their seat in another Member State which:
a. conduct the business of a bank from a branch office situated in the Netherlands or by means of providing services to the Netherlands, insofar as they are permitted pursuant to Section 2.2.2 to offer investment objects;
b. conduct the business of a financial institution from a branch office situated in the Netherlands or by means of providing services to the Netherlands, insofar as they are permitted pursuant to Section 2.2.2 to offer investment objects, or;
c. conduct the business of an entity for risk acceptance or insurer from a branch office situated in the Netherlands or by means of providing services to the Netherlands, insofar as they are permitted pursuant to Sections 2.2.2A, 2.2.3, 2.2.4 or 2.2.4A to offer investment objects.


Article 2:58 Statutory provisions to be met

- 1. Upon application, the Authority for the Financial Markets shall grant a license as referred to in Article 2:55, paragraph 1, if the applicant shows that he will comply with the provisions arising from:
a. Article 4:9, paragraph 1 up to and including 3, with regard to the proper credentials and professional competence of the persons referred to in that Article;
b. Article 4:10 with regard to the reliability of the persons referred to in that Article;
c. Article 4:11, paragraph 2 and 3, with regard to the policy on the sound conduct of business;
d. Article 4:13 with regard to the control structure, and;
e. Article 4:15, paragraph 1 and 2, with regard to the operational structure.
- 2. The application for the license shall be made with mention of the data which are to be specified by or pursuant to Order n Council.
- 3. Upon application, the Authority for the Financial Markets may grant a full or partial dispensation from the provisions referred to in paragraph 1, opening words and under (a), with regard to Article 4:9, paragraph 2 and 3, or under (c), with regard to Article 4:11, paragraph 3, or under (e), with regard to Article 4:15, paragraph 2, if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached in other ways.



§ 2.2.5.2 Exemption


Article 2:59 Exemptions by Ministerial Regulation
- 1. An exemption from Article 2:55, paragraph 1, may be granted by Ministerial Regulation, on the understanding that exempted are in any event offerors of investment objects as far as those investment objects are offered for a nominal amount per investment object of at least € 100,000.
- 2. A full or partial exemption from Article 2:58, paragraph 1, may be granted by Ministerial Regulation.
- 3. If an exemption as meant in paragraph 1 is granted under the condition that, in the event of an offer or in advertisements or documents mentioning the prospect of an offer, it has to be announced that the exempted activity is not subjected to any license, then such announcement shall be made in a way as to be determined by the Authority for the Financial Markets.



Section 2.2.6 Offering credit


§ 2.2.6.1 Requirements for licensing


Article 2:60 License for offering credit

- 1. It is prohibited to offer credit in the Netherlands without a license granted for that purpose by the Authority for the Financial Markets.
- 2. Upon application, the Authority for the Financial Markets may, whether or not for a fixed period, grant a dispensation from paragraph 1 if the applicant shows that the interests which the present Part and Part IV ‘Conduct Supervision Financial Enterprises’ seek to protect are sufficiently protected in other ways.


Article 2:61 Exemptions

- 1. Article 2:60, paragraph 1, does not apply to financial enterprises which:
a. have a license, granted by the Dutch Central Bank on the basis of the present Part, to conduct the business of an insurer, insofar as it is permitted for them pursuant to that license to offer credit;
b. have a supervisory status certificate, issued by the Dutch Central Bank on the basis of Part III ‘Prudential Supervision Financial Enterprises’, insofar as it is permitted for them pursuant to that declaration to offer credit, or;
c. have a license, granted by the Dutch Central Bank on the basis of the present Part, to conduct the business of a bank.
- 2. Article 2:60, paragraph 1, does not apply to municipal credit banks in regard of which the provisions of Article 4:37, paragraph 1 and 2, are complied with.


Article 2:62 Exemptions for financial enterprises from another Member State

Article 2:60, paragraph 1, does not apply to financial enterprises having their seat in another Member State which:
a. conduct the business of a bank from a branch office situated in the Netherlands or by means of providing services to the Netherlands, insofar as it is permitted for them pursuant to Section 2.2.2 to offer credit;
b. conduct the business of a financial institution from a branch office situated in the Netherlands or by means of providing services to the Netherlands, insofar as it is permitted for them pursuant to Section 2.2.2 to offer credit;
c. conduct the business of an entity for risk acceptance or insurer from a branch office situated in the Netherlands or by means of providing services to the Netherlands, insofar as it is permitted for them pursuant to Sections 2.2.2A, 2.2.3, 2.2.4 or 2.2.4A to offer credit.


Article 2:63 Statutory provisions to be met

- 1. Upon application, the Authority for the Financial Markets shall grant a license as referred to in Article 2:60, paragraph 1, if the applicant shows that he will comply with the provisions arising from:
a. Article 4:9, paragraph 1 up to and including 3, with regard to the proper credentials and professional skills of the persons referred to in that Article;
b. Article 4:10 with regard to the reliability of the persons referred to in that Article;
c. Article 4:11, paragraph 2 and 3, with regard to the policy on the sound conduct of business;
d. Article 4:13 with regard to the control structure, and;
e. Article 4:15, paragraph 1 and 2, with regard to the operational structure.
- 2. The application for a license shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.
- 3. Upon application, the Authority for the Financial Markets may grant a full or partial dispensation from the provisions referred to in paragraph 1, opening words and under (a), with regard to Article 4:9, paragraph 2 and 3, or under (c), with regard to Article 4:11, paragraph 3, or under (e), with regard to Article 4:15, paragraph 2, if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached otherwise.



§ 2.2.6.2 Exemption


Article 2:64 Exemptions by Ministerial Regulation

- 1. An exemption from Article 2:60, paragraph 1, may be granted by Ministerial Regulation.
- 2. A full or partial exemption from Article 2:63, paragraph 1, may be granted by Ministerial Regulation.


Section 2.2.7 Offering units in collective investment schemes


§ 2.2.7.1 Requirements for licensing


Article 2:65 License for offering units in collective investment schemes

- 1. It is prohibited to offer units in a collective investment scheme in the Netherlands:
a. if the management company of the collective investment scheme does not have a license granted by the Authority for the Financial Markets to manage collective investment schemes, or;
b. if it concerns an investment company without a separate management company, while the investment company does not have a license granted by the Authority for the Financial Markets.
- 2. Without prejudice to paragraph 1, opening words and under (a), it is prohibited to offer in the Netherlands units in an institution for collective investments in transferable securities that is an investment company, while the management company does not have a license granted by the Authority for the Financial Markets in respect of that investment company.
- 3. Upon application, the Authority for the Financial Markets may, whether or not for a specified period of time, grant a full or partial dispensation from paragraph 1 and from what is provided in Part IV ‘Conduct Supervision Financial Enterprises’ in respect of the offering of units in collective investment schemes, if the applicant shows that the interests which the present Part and Part IV ‘Conduct Supervision Financial Enterprises’, seek to protect are sufficiently protected otherwise.
- 4. Paragraph 3 does not apply to the offering of units in institutions for collective investments in transferable securities.


Article 2:66 Units in a collective investment scheme from a designated State

- 1. Article 2:65, paragraph 1, does not apply to the offering of units in a collective investment scheme having its seat in a State to be designated by the Minister in which the supervision over collective investment schemes provides sufficient safeguards with respect to the interests which the present Act seeks to protect, provided that Article 2:73 is complied with. Further rules may be set by Order n Council in respect of the designation of States. The Minister may revoke the designation decision.
- 2. A decision on the designation of a State as referred to in paragraph 1 and the revocation of such a decision n shall be made public in the Government Gazette (‘Staatscourant’).
- 3. Article 2:65, paragraph 1 and 2, does not apply to the offering units in an institution for collective investment in transferable securities having its seat in another Member State, provided that Article 93 of the UCITS Directive has been complied with and the management company or institution in collective investments in transferable securities having its seat in another Member State, has received a notification as meant in Article 93, paragraph 3, of the UCITS Directive.


Article 2:67 Statutory provisions to be met for a management company

- 1. Upon application, the Authority for the Financial Markets shall grant a license as referred to in Article 2:65, paragraph 1, opening words and under (a), if the applicant shows that, with regard to the management company and, where applicable, the depositaries associated with the collective investment schemes which the management company intends to manage, he will comply with the provisions arising from:
a. Article 4:9, paragraph 1, with regard to the proper credentials of the persons referred to in that Article;
b. Article 4:10 with regard to the reliability of the persons referred to in that Article;
c. Article 4:11, paragraph 1 and 3, with regard to the policy on the sound conduct of business;
d. Article 4:13 with regard to the control structure;
e. Article 4:14, paragraph 1 and 2, with regard to the operational structure;
f. Article 4:39 with regard to the minimum number of persons laying down the day-to-day policy, and Article 4:40 with regard to determining the place from which they perform their activities;
g. Article 4:42 with regard to the measures taken by the management company to protect the rights of unit holders;
h. Article 4:43 with regard to the contracts to be concluded between the management company and the depositaries;
i. Article 4:44, paragraph 1, with regard to the legal type of the person and the objective of the depositaries according to their articles of incorporation;
j. Article 4:44, paragraph 2, with regard to the safekeeping of the assets of a common fund by a depositary that acts as depositary exclusively for the common fund concerned;
k. Article 4:48 with regard to the registration document referred to in that Article;
l. Article 3:53, paragraph 1 and 3, with regard to the minimum equity capital, and;
m. Article 3:63, paragraph 1 and 2, with regard to liquidity.
- 2. An applicant for a license as referred to in paragraph who has the intention to manage institutions for collective investments in transferable securities shall, in addition to paragraph 1, show as well that he will comply with the provisions arising from:
a. Article 4:43 with regard to the contracts to be concluded between the management company and depositaries;
b. Article 4:56 with regard to the safekeeping of the assets by depositaries;
c. Article 4:57, paragraph 1, with regard to the seat of the depositaries;
d. Article 4:59, paragraph 1, with regard to the seat of the management company;
e. Article 4:59, paragraph 2, with regard to the activities of the management company’;
f. Article 3:53, paragraph 1 and 3, with regard to the minimum equity capital;
g. Article 3:57, paragraph 1 and 2, with regard to solvency, and;
h. Article 3:63, paragraph 1 and 2, with regard to liquidity.
- 3. If a qualified shareholder’s participation as referred to in Article 3:95 is held in the management company, the Authority for the Financial Markets shall grant, without prejudice to paragraph 1 and 2, a license if the holder of the qualified shareholder’s participation in the management company complies with Article 3:95, paragraph 2, and the Dutch Central Bank is of the opinion that the provisions arising from Articles 3:99 up to and including 3:101 with respect to the declaration of no objection are complied with.
- 4. The application for a license shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.
- 5. Upon application, the Authority for the Financial Markets may grant a full or partial dispensation from the provisions referred to in paragraph 1, opening words and under (c), with regard to Article 4:11, paragraph 3, or under (e), with regard to Article 4:14, paragraph 2, or under (j), (l) or (m), if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached otherwise.


Article 2:68 Statutory provisions to be met for an investment company

- 1. Upon application, the Authority for the Financial Markets shall grant a license as referred to in Article 2:65, paragraph 1, opening words and under (b) if the applicant shows that, with regard to the investment company and, where applicable, the depositary associated with that investment company, he will comply with the provisions arising from:
a. Article 4:9, paragraph 1, with regard to the proper credentials of the persons referred to in that Article;
b. Article 4:10 with regard to the reliability of the persons referred to in that Article;
c. Article 4:11, paragraph 1 and 3, with regard to the policy on the sound conduct of business;
d. Article 4:13 with regard to the control structure;
e. Article 4:14, paragraph 1 and 2, with regard to the operational structure;
f. Article 4:39 with regard to the minimum number of persons laying down the day-to-day policy, and Article 4:40 with regard to determining the place from which they perform their activities;
g. Article 4:43 with regard to the contract to be concluded between the investment company and the depositary;
h. Article 4:44, paragraph 1, with regard to the legal type of the person and the objective of the depositary according to its articles of incorporation;
i. Article 4:48 with regard to the registration document referred to in that Article;
j. Article 3:53, paragraph 1 and 3, with regard to the minimum equity capital, and;
k. Article 3:63, paragraph 1 and 2, with regard to liquidity.
- 2. An applicant for a license as referred to in paragraph 1 in respect of an institution for collective investment in transferable securities shall, in addition to paragraph 1, show as well that with regard to the investment company and, where applicable, the depositary associated with that investment company, he will comply with the provisions arising from:
a. Article 4:43 with regard to the contract to be concluded between the investment company and the depositary;
b. Article 4:56 with regard to the safekeeping of the assets by a depositary;
c. Article 4:57 with regard to the seat of the depositary;
d. Article 4:60, paragraph 1, with regard to the objective of the investment company according to its articles of incorporation;
e. Article 4:60, paragraph 2, with regard to the unrestricted offering of units in the Netherlands and the repurchase of or repayment on those units at the request of a unit holder;
f. Article 4:60, paragraph 3, with regard to the seat of the investment company;
g. Article 4:60, paragraph 4, with regard to the activities of the investment company;
h. Article 3:53, paragraph 1 and 3, with regard to the minimum equity capital, and;
i. Article 3:63, paragraph 1 and 2, with regard to liquidity.
- 3. The application for a license shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.
- 4. Upon application, the Authority for the Financial Markets may grant a full or partial dispensation from the provisions referred to in paragraph 1, opening words and under (c), with regard to Article 4:11, paragraph 3, or under (e), with regard to Article 4:14, paragraph 2, or under (j), or (k), if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached otherwise.


Article 2:69 Statutory provisions to be met to offer units in an institution for collective investments in transferable securities

- 1. Upon application, the Authority for the Financial Markets shall grant a license as referred to in Article 2:65, paragraph 2, if the applicant shows that, with regard to the investment company and, where applicable, the depositary associated with that investment company, he will comply with the provisions arising from:
a. Article 4:13 with regard to the control structure;
b. Article 4:40 with regard to the place from which the persons laying down the day-to-day policy of the investment company perform their activities;
c. Article 4:44, paragraph 1, with regard to the legal type of the person and the objective of the depositary according to its articles of incorporation;
d. Article 4:56 with regard to the safekeeping of the assets by the depositary;
e. Article 4:57 , paragraph 1, with regard to the seat of the depositary;
f. Article 4:60, paragraph 1, with regard to the objective of the investment company according to its articles of incorporation;
g. Article 4:60, paragraph 2, with regard to the unrestricted offering of units in the Netherlands and the repurchase of or repayment on those units at the request of a unit holder, and;
h. Article 4:60, paragraph 3, with regard to the activities of the investment company.
- 2. The application for a license shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.


Article 2:69a Statutory provisions to be met for a supervisory status certificate

- 1. Upon application, the Authority for the Financial Markets may grant a supervisory status certificate to:
a. the management company of a collective investment scheme of which the units are offered in the Netherlands exclusively to qualified investors;
b. an investment company without a separate management company that offers units in the Netherlands exclusively to qualified investors.
- 2. Paragraph 1 does not apply to collective investments schemes:
a. that are a starter’s fund as meant in Article 4.1 of the Subsidy Regulation Starting, Growing and Transferring of Enterprises;
b. of which;
1° the total of the balance consists for less than 50 percent of investments, and;
2° less than 50 percent of the total realised proceeds are generated from investments, or;
c. that offer units to their Directors, members of the Supervisory Board or their employees or to Directors, members of the Supervisory Board or employees of a cooperation or institution affiliated in a formal or actual control structure with those collective investment schemes.
- 3. Upon application, the Authority for the Financial Markets shall grant a supervisory status certificate to a management company as referred to in paragraph 1, under (a), if the applicant shows, with regard to the management company and, where applicable, the management company that is associated with the collective investment scheme which the management company intends to manage, that he will comply with the provisions arising from:
a. Article 4:9, paragraph 1, with regard to the proper credentials of the persons meant in that Article;
b. Article 4:10 with regard to the reliability of the persons meant in that Article;
c. Article 4:11, paragraph 1, with regard to the policy on the sound conduct of business;
d. Article 4:13 with regard to the control structure;
e. Article 4:14, paragraph 1, with regard to the operational structure;
f. Article 3:53, paragraph 1 and 3, with regard to the minimum equity capital;
g. Article 3:63 , paragraph 1 and 2, with regard to liquidity.
- 4. If the application concerns the offering of units in a collective investment scheme to which, at the moment on which the application was lodged, Article 1:12, paragraph 1, opening words and under (b), is applicable, the applicant shall submit, when lodging the application, the following data:
a. his name and address;
b. the name and address of the collective investment scheme;
c. the names of the persons who lay down or also lay down the policy of the collective investment scheme, and the names of the persons forming a part of a body that is charged with exercising supervision over the policy and general state of affairs of the collective investment scheme;
d. the name and address of a possible depository associated with the collective investment scheme;
e. the manner of buying and selling units;
f. a description of the investment policy of the collective investment scheme, and;
g. where applicable, the regulated market to which the units are admitted for trading.
- 5. Upon application, the Authority for the Financial Markets shall grant a supervisory status certificate to an investment company as meant in paragraph 1, under (b), if the applicant shows, with regard to the investment company and, where applicable, with regard to a depository associated with that investment company, that he will comply with the provisions arising from:
a. Article 4:9, paragraph 1, with regard to the proper credentials of the persons meant in that Article;
b. Article 4:10 with regard to the reliability of the persons meant in that Article;
c. Article 4:11, paragraph 1, with regard to the policy on the sound conduct of business;
d. Article 4:13 with regard to the control structure;
e. Article 4:14, paragraph 1, with regard to the operational structure;
f. Article 3:53, paragraph 1 and 3, with regard to the minimum equity capital;
g. Article 3:63 , paragraph 1 and 2, with regard to liquidity.
- 6. The application for a supervisory status certificate shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.


Article 2:69b License including as well a supervisory status certificate

A management company which possesses a license as meant in Article 2:65, paragraph 1, under (a), and that has notified the Authority for the Financial Markets of its intention to offer units in a collective investment scheme in the Netherlands exclusively to qualified investors, shall possess, for this purpose, by operation of law a supervisory status certificate as meant in Article 2:69a, paragraph 1, under (a). Article 2:69a, paragraph 4, shall apply accordingly.



§ 2.2.7.2 Branch office and provision of services


Article 2:70
[repealed on 22-07-2011]


Article 2:71 Management company from another Member State

- 1. A management company having its seat in another Member State may, where this is done for the first time, start offering units in an institution for collective investments in transferable securities having its seat in the Netherlands or start offering units in an institution for collective investments in transferable securities having its seat in another Member State which is managed by it:
a. immediately after receipt of the notification made for this purpose by the Authority for the Financial Markets, or;
b. two months after receipt of a notification of the supervisory authority of the other Member State which has send on the notification of the intention to the Authority for the Financial Markets.
- 2. Paragraph 1 does not apply to management companies that have complied with Article 2:101, paragraph 1.


Article 2:72 Statutory provisions to be met

- 1. Without prejudice to Articles 2:65, paragraph 1, opening words and under (a), or paragraph 2, 2:67, paragraph 2, and 2:69, in regard of an application for a license for an institution for collective investments in transferable securities, a management company having its seat in another Member State that has the intention to manage an institution for collective investments in transferable securities having its seat in the Netherlands, shall only proceed in doing so after the Authority for the Financial Markets has consented with that intention.
- 2. The application for such consent shall be submitted together with:
a. the contract concluded with the depository in respect of the management and the depository meant in Articles 23, paragraph 5, and 33, paragraph 5, of the UCITS Directive, and;
b. the arrangements made with regard to the outsourcing of work as meant in Annex II of the UCITS Directive.
- 3. If the management company referred to in paragraph 1, already manages a similar type of institution for collective investments in transferable securities having its seat in the Netherlands, then a reference to the already submitted data shall be sufficient.
- 4. After the Authority for the Financial Markets has received the data meant in paragraph 2, it shall give its consent to an intention as referred to in paragraph 1, unless:
a. the management company has no license to manage the relevant institution for collective investments in transferable securities, or;
b. the management company or the institution for collective investments in negotiable security is not able to comply with what is provided in Part IV ‘Conduct Supervision Financial Enterprises’.


Article 2:73 Collective investment scheme from a designated State

- 1. A collective investment scheme having its seat in a designated State as referred to in Article 2:66, paragraph 1, that has the intention to offer units in the Netherlands shall notify the Authority for the Financial Markets of this intention and shall simultaneously submit a supervisory status certificate issued by the supervisory authority of that designated State.
- 2. Eight weeks after the notification referred to in paragraph 1, the collective investment scheme may start offering units in the Netherlands, unless the Authority for the Financial Markets has announced before the expiry of those eight weeks that the intention or the intended trading method is not in conformity with applicable Dutch statutory provisions.



§ 2.2.7.3 Exemption


Article 2:74 Exemptions by Ministerial Regulation

- 1. An exemption from Article 2:65, paragraph 1, may be granted by Ministerial Regulation, on the understanding that exempted are in any event those persons who offer units in a collective investment scheme:
a. as far as those units can be obtained only against a counter value of at least € 100,000 per unit holder, or;
b. as far as those units have a nominal value of at least € 100,000 per unit.
- 2. If an exemption as meant in paragraph 1 is granted under the condition that, in the event of an offer or in advertisements or documents mentioning the prospect of an offer, it has to be announced that the exempted activity is not subjected to any license, then such announcement shall be made in a way as to be determined by the Authority for the Financial Markets.



Section 2.2.8 Performing advisory services in respect of financial products other than financial instruments


§ 2.2.8.1 Requirements for licensing


Article 2:75 License for performing financial advisory services

- 1. It is prohibited to perform advisory services in the Netherlands in respect of financial products other than financial instruments without a license granted for that purpose by the Authority for the Financial Markets.
- 2. Upon application, the Authority for the Financial Markets may, whether or not for a specific period of time, grant a dispensation from paragraph 1 and from what is provided in Part IV ‘Conduct Supervision Financial Enterprises’ in regard of the performance of advisory services in respect of financial products other than financial instruments, if the applicant shows that the interests which the present Part and Part 4 ‘Conduct Supervision Financial Enterprises’, seek to protect are sufficiently protected otherwise.


Article 2:76 Exemptions

- 1. Article 2:75, paragraph 1, does not apply to financial enterprises which:
a. have a license for conducting the business of an insurer, granted by the Dutch Central Bank on the basis of the present Part, insofar as it is permitted for them pursuant to that license to perform advisory services;
b. have a supervisory status certificate for conducting the business of a financial institution, issued by the Dutch Central Bank on the basis of Part III ‘Prudential Supervision Financial Enterprises’, insofar as it is permitted for them pursuant to that certificate to perform advisory services;
c. have a license for conducting the business of a bank, granted by the Dutch Central Bank on the basis of the present Part;
d. have a license for conducting the business of an electronic money institution, granted by the Dutch Central Bank on the basis of the present Part, insofar as it is permitted for them pursuant to that license to perform advisory services;
e. have a license for conducting the business of a premium pension institution, granted by the Dutch Central Bank on the basis of the present Part, insofar as it is permitted for them pursuant to that license to perform advisory services, or;
f. have a license for conducting the business of a payment institution, granted by the Dutch Central Bank on the basis of the present Part, insofar as it is permitted for them pursuant to that license to perform advisory services.
- 2. Article 2:75, paragraph 1, does not apply to financial enterprises which have a license, granted by the Authority for the Financial Markets on the basis of the present Part, to perform other financial services than advisory services as meant in the present Part, insofar as it concerns advice on a financial product covered by that license.
- 3. Article 2:75, paragraph 1, does not apply to municipal credit banks in regard of which the provisions of Article 4:37, paragraph 1, have been complied with, insofar as it concerns advice on the credit offered by the municipal credit bank itself.
- 4. Article 2:75, paragraph 1, does not apply to intermediaries as referred to in Article 2:81, paragraph 1, insofar as it concerns advice on financial products for which they act as tied intermediaries.
- 5. Article 2:75, paragraph 1, does not apply to intermediaries possessing a dispensation as referred to in Article 2:80, paragraph 2, insofar as it concerns advice on a financial product covered by that dispensation.


Article 2:77 Exemptions for financial enterprises from another Member State

- 1. Article 2:75, paragraph 1, does not apply to financial enterprises having their seat in another Member State that:
a. conduct the business of a bank from a branch office situated in the Netherlands or by means of providing services to the Netherlands, insofar as it is permitted for them pursuant to Section 2.2.2 to perform advisory services;
b. conduct the business of a financial institution from a branch office situated in the Netherlands or by means of providing services to the Netherlands, insofar as it is permitted for them pursuant to Section 2.2.2 to perform advisory services;
c. conduct the business of an entity for risk acceptance or insurer from a branch office situated in the Netherlands or by means of providing services to the Netherlands, insofar as it is permitted for them pursuant to Sections 2.2.2A, 2.2.3, 2.2.4 or 2.2.4A to perform advisory services;
d. conduct the business of an electronic money institution from a branch office situated in the Netherlands or by means of providing services to the Netherlands, insofar as it is permitted for them pursuant to Section 2.2.2 to perform advisory services, or;
e. conduct the business of a payment service provider from a branch office situated in the Netherlands or by means of providing services to the Netherlands, insofar as it is permitted for them pursuant to Section 2.2.2 to perform advisory services.
- 2. Article 2:75, paragraph 2, does not apply to insurance brokers or reinsurance brokers that are registered in another Member State within the meaning of Article 3 of the Insurance Brokerage Directive and that are permitted under Article 3, paragraph 5, of that Directive, to provide their financial services in the Netherlands, insofar as Article 2:84, paragraph 2 or, respectively, Article 2:90, paragraph 2, have been complied with.


Article 2:78 Statutory provisions to be met

- 1. Upon application, the Authority for the Financial Markets shall grant a license as referred to in Article 2:75, paragraph 1, if the applicant shows that he will comply with the provisions arising from:
a. Article 4:9, paragraph 1 up to and including 3, with regard to the proper credentials and professional skills of the persons referred to in that Article;
b. Article 4:10 with regard to the reliability of the persons referred to in that Article;
c. Article 4:11, paragraph 2 and 3, with regard to the policy on the sound conduct of business;
d. Article 4:13 with regard to the control structure, and;
e. Article 4:15, paragraph 1 and 2, with regard to the operational structure.
- 2. The application for a license shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.
- 3. Upon application, the Authority for the Financial Markets may grant a full or partial dispensation from the provisions referred to in paragraph 1, opening words and under (a), with regard to Article 4:9, paragraph 2 and 3, or under (c), with regard to Article 4:11, paragraph 3, or under (e), with regard to Article 4:15, paragraph 2, if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached otherwise.



§ 2.2.8.2 Exemption


Article 2:79 Exemptions by Ministerial Regulation

- 1. An exemption from Article 2:75, paragraph 1, may be granted by Ministerial Regulation.
- 2. A full or partial exemption from Article 2:78, paragraph 1, may be granted by Ministerial Regulation.
- 3. If an exemption as meant in paragraph 1 is granted under the condition that in advertisements and other non-mandatory pre-contractual information it has to be announced that the exempted activity is not subjected to any license under the present Act, then such announcement shall be made in a way as to be determined by the Authority for the Financial Markets.



Section 2.2.9 Performing brokerage services


§ 2.2.9.1 Requirements for licensing


Article 2:80 License for performing brokerage services

- 1. It is prohibited to perform brokerage services in the Netherlands without a license granted for that purpose by the Authority for the Financial Markets.
- 2. Upon application, the Authority for the Financial Markets may, whether or not for a specific period of time, grant a dispensation from paragraph 1 and from what is provided in Part IV ‘Conduct Supervision Financial Enterprises’ in regard of brokerage services, if the applicant shows that the interests which the present Part and Part IV ‘Conduct Supervision Financial Enterprises’ seek to protect are sufficiently protected otherwise.
- 3. Upon application, the Authority for the Financial Markets may grant a dispensation from paragraph 1 to:
a. a person who ran a joint household on a long-term basis with a deceased broker until the latter’s death, or;
b. a child of a deceased broker not forming part of the household,
if the business of the deceased broker is continued and the interests which the present Part and Part IV ‘Conduct Supervision Financial Enterprises’ seek to protect are sufficiently protected otherwise.
- 4. The dispensation referred to in paragraph 3 may be granted with retroactive effect to the date of death. The dispensation shall be granted for no more than one year and may be extended no more than twice by a period of one year.
- 5. Paragraph 1 does not apply to insurance brokerage services.


Article 2:81 Exemptions

- 1. Article 2:80, paragraph 1, does not apply to financial enterprises which:
a. have a license, issued by the Dutch Central Bank on the basis of the present Part, to conduct the business of an insurer, insofar as it is permitted for them pursuant to that license to perform brokerage services;
b. have a supervisory status certificate, issued by the Dutch Central Bank on the basis of Part III ‘Prudential Supervision Financial Enterprises’, to conduct the business of a financial institution, insofar as it is permitted for them pursuant to that certificate to perform brokerage services;
c. have a license, granted by the Dutch Central Bank on the basis of the present Part, to conduct the business of a bank, or;
d. have a license, granted by the Dutch Central Bank on the basis of the present Part, to conduct the business of a premium pension institution, insofar as it is permitted for them pursuant to that license to perform brokerage services..
- 2. Article 2:80, paragraph 1, does not apply to brokerage services performed by brokers (intermediaries) that perform brokerage services for an offeror, or, where it does not concern mutually competitive financial products, for various offerors and that, where it concerns the provision of insurance brokerage services, perform these services in the name and for account of the offeror or offerors without thereby collecting premiums or amounts intended for the client, if the offerors for which the brokers (intermediaries) provide brokerage services:
a. are fully responsible for the brokers (intermediaries), in the sense that they ensure that the brokers (intermediaries) comply with the present Act, and;
b. have reported the broker (intermediaries) concerned as tied brokers (intermediaries) to the Authority for the Financial Markets.
- 3. An offeror who is no longer responsible for a broker as referred to in paragraph 2, under a, shall notify the Authority for the Financial Markets and the broker concerned thereof.
- 4. Rules shall be set by or pursuant to Order in Council in regard of the manner in which the broker will be reported as referred to in paragraph 2, under (b), and the data to be provided and documents to be submitted on that occasion.


Article 2:82 Exemptions for financial enterprises from another Member State

- 1. Article 2:80, paragraph 1, does not apply to financial enterprises having their seat in another Member State which:
a. conduct the business of a bank from a branch office situated in the Netherlands or by means of providing services to the Netherlands, insofar as it is permitted for them pursuant to Section 2.2.2 to perform brokerage services;
b. conduct the business of a financial institution from a branch office situated in the Netherlands or by means of providing services to the Netherlands, insofar as it is permitted for them pursuant to Section 2.2.2 to perform brokerage services, or;
c. conduct the business of an entity for risk acceptance or insurer from a branch office situated in the Netherlands or by means of providing services to the Netherlands, insofar as it is permitted for them pursuant to Sections 2.2.2A, 2.2.3, 2.2.4 or 2.2.4A to perform brokerage services.
- 2. Article 2:80, paragraph 1, does not apply to insurance brokers registered in another Member State within the meaning of Article 3 of the Insurance Brokerage Directive, insofar as Article 2:84, paragraph 2, has been complied with.


Article 2:83 Statutory provisions to be met

- 1. Upon application, the Authority for the Financial Markets shall grant a license as referred to in Article 2:80, paragraph 1, if the applicant shows that he will comply with the provisions arising from:
a. Article 4:9, paragraph 1 up to and including 3, with regard to the proper credentials and professional skills of the persons referred to in that Article;
b. Article 4:10 with regard to the reliability of the persons referred to in that Article;
c. Article 4:11, paragraph 2 and 3, with regard to the policy on the sound conduct of business;
d. Article 4:13 with regard to the control structure;
e. Article 4:15, paragraph 1 and 2, with regard to the operational structure, and;
f. where it concerns the provision of insurance brokerage services, Article 4:75, paragraph 1 up to and including 3, with regard to having a professional liability insurance or comparable insurance.
- 2. The application for the license shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.
- 3. Upon application, the Authority for the Financial Markets may grant a full or partial dispensation from the provisions referred to in paragraph 1, opening words and under (a), with regard to Article 4:9, paragraph 2 and 3, or under (c), with regard to Article 4:11, paragraph 3, or under (e), with regard to Article 4:15, paragraph 2, or under (f), with regard to Article 4:75, paragraph 2, if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached otherwise.



§ 2.2.9.2 Branch office and provision of services


Article 2:84 Insurance broker from another Member State

- 1. If the Authority for the Financial Markets receives a notification from a supervisory authority of another Member State in respect of an insurance broker having his seat in that other Member State who provides insurance brokerage services from a branch office situated in the Netherlands or by means of providing services to the Netherlands, the supervisor may announce within one month after receipt of such notification the conditions which the broker must observe for reasons of public interest in performing his financial services in the Netherlands. The Authority for the Financial Markets shall send a copy thereof to the broker
- 2. One month after the Authority for the Financial Markets received the notification meant in paragraph 1 from the supervisory authority of the other Member State, the insurance broker having his seat in another Member State may start performing services from a branch office situated in the Netherlands or by means of providing services to the Netherlands.



§ 2.2.9.3 Exemption


Article 2:85 Exemptions by Ministerial Regulation

- 1. An exemption from Article 2:80, paragraph 1, may be granted by Ministerial Regulation.
- 2. A full or partial exemption from Article 2:83, paragraph 1, may be granted by Ministerial Regulation
- 3. If an exemption as meant in paragraph 1 is granted under the condition that in advertisements and other non-mandatory pre-contractual information it has to be announced that the exempted activity is not subjected to any license under the present Act, then such announcement shall be made in a way as to be determined by the Authority for the Financial Markets.



Section 2.2.10 Performing reinsurance brokerage services


§ 2.2.10.1 Requirements for licensing


Article 2:86 License for performing reinsurance brokerage services

- 1. It is prohibited to perform reinsurance brokerage services in the Netherlands without a license granted for that purpose by the Authority for the Financial Markets.
- 2. Upon application, the Authority for the Financial Markets may, whether or not for a specific period of time, grant a dispensation from paragraph 1 if the applicant shows that the interests which the present Part and Part IV ‘Conduct Supervision Financial Enterprises’ seek to protect are sufficiently protected otherwise.


Article 2:87 Exemptions

Article 2:86, paragraph 1, does not apply to financial enterprises which:
a. have a license, granted by the Dutch Central Bank on the basis of the present Part, to conduct the business of an insurer, insofar as it is permitted for them pursuant to that license to perform reinsurance brokerage services;
b. have a supervisory status certificate, issued by the Dutch Central Bank on the basis of Part III ‘Prudential Supervision Financial Enterprises’, to conduct the business of a financial institution, insofar as it is permitted for them pursuant to that certificate to perform reinsurance brokerage services, or;
c. have a license, granted by the Dutch Central Bank on the basis of the present Part, to conduct the business of a bank.


Article 2:88 Exemptions for registered reinsurance brokers from another Member State

Article 2:86, paragraph 1, does not apply to reinsurance brokers that are registered in another Member State within the meaning of Article 3 of the Insurance Brokerage Directive, insofar as Article 2:90, paragraph 2, has been complied with.


Article 2:89 Statutory provisions to be met

- 1. Upon application, the Authority for the Financial Markets shall grant a license as referred to in Article 2:86, paragraph 1, if the applicant shows that he will comply with the provisions arising from:
a. Article 4:9, paragraph 1 up to and including 3, with regard to the proper credentials and professional skills of the persons referred to in that Article;
b. Article 4:10 with regard to the reliability of the persons referred to in that Article;
c. Article 4:11, paragraph 2 and 3, with regard to the policy on the sound conduct of business;
d. Article 4:13 with regard to the control structure;
e. Article 4:15, paragraph 1 and 2, with regard to the operational structure, and;
f. Article 4:76, paragraph 1 up to and including 4, with regard to having a professional liability insurance or comparable insurance.
- 2. The application for a license shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.
- 3. Upon application, the Authority for the Financial Markets may grant a full or partial dispensation from the provisions referred to in paragraph 1, opening words and under (a), with regard to Article 4:9, paragraph 2 and 3, or under (c), with regard to Article 4:11, paragraph 3, or under (e), with regard to Article 4:15, paragraph 2, or under (f), with regard to Article 4:76, paragraph 2, if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached otherwise.



§ 2.2.10.2 Branch office and provision of services


Article 2:90 Conditions to be observed by a licensed reinsurance broker from another Member State

- 1. If the Authority for the Financial Markets receives a notification from a supervisory authority of another Member State in respect of a reinsurance broker having his seat in that other Member State who provides reinsurance brokerage services from a branch office situated in the Netherlands or by means of providing services to the Netherlands, the supervisor may announce within one month after receipt of such notification the conditions which the reinsurance broker must observe for reasons of public interest in performing his financial services in the Netherlands. The Authority for the Financial Markets shall send a copy thereof to the reinsurance broker
- 2. One month after the Authority for the Financial Markets received the notification meant in paragraph 1 from the supervisory authority of the other Member State, the reinsurance broker having his seat in another Member State may start performing services from a branch office situated in the Netherlands or by means of providing services to the Netherlands.



§ 2.2.10.3 Exemption


Article 2:91 Exemptions by Ministerial Regulation

- 1. An exemption from Article 2:86, paragraph 1, may be granted by Ministerial Regulation.
- 2. A full or partial exemption from Article 2:89, paragraph 1, may be granted by Ministerial Regulation.



Section 2.2.11 Acting as authorised agent or authorised sub-agent


§ 2.2.11.1 Requirements for licensing


Article 2:92 License for acting as an authorised (sub-)agent

- 1. It is prohibited to act as an authorised agent or authorised sub-agent in the Netherlands without a license granted for that purpose by the Authority for the Financial Markets.
- 2. Upon application, the Authority for the Financial Markets may, whether or not for a specific period of time, grant a dispensation from paragraph 1 if the applicant shows that the interests which the present Part and Part IV ‘Conduct Supervision Financial Enterprises’ seek to protect are sufficiently protected otherwise.


Article 2:93 Exemptions

Article 2:92, paragraph 1, does not apply to financial enterprises which:
a. have a license, issued by the Dutch Central Bank on the basis of the present Part, to conduct the business of an insurer, insofar as it is permitted for them pursuant to that license to act as an authorised agent or authorised sub-agent;
b. have a supervisory status certificate, issued by the Dutch Central Bank on the basis of Part III ‘Prudential Supervision Financial Enterprises’, to conduct the business of a financial institution, insofar as it is permitted for them pursuant to that certificate to act as an authorised agent or authorised sub-agent;
c. have a license, granted by the Dutch Central Bank on the basis of the present Part, to conduct the business of a bank, or;
d. have a license, granted by the Dutch Central Bank on the basis of the present Part, to conduct the business of a premium pension institution, insofar as it is permitted for them pursuant to that license to act as an authorised agent or authorised sub-agent.


Article 2:93a Exemptions for registered reinsurance brokers from another Member State

Article 2:92, paragraph 1, does not apply to insurance brokers who are registered in another Member State within the meaning of Article 3 of the Insurance Brokerage Directive insofar as Article 2:94a has been complied with.


Article 2:94 Statutory provisions to be met

- 1. Upon application, the Authority for the Financial Markets shall grant a license as referred to in Article 2:92, paragraph 1, if the applicant shows that he will comply with the provisions arising from:
a. Article 4:9, paragraph 1 up to and including 3, with regard to the proper credentials and professional skills of the persons referred to in that Article;
b. Article 4:10 with regard to the reliability of the persons referred to in that Article;
c. Article 4:11, paragraph 2 and 3, with regard to the policy on the sound conduct of business;
d. Article 4:13, paragraph 1 and 2, with regard to the control structure, and;
e. Article 4:15, paragraph 1 and 2, with regard to the operational structure.
- 2. The application for the license shall be submitted with mention of the data which are to be specified by or pursuant to Order in Council.
- 3. Upon application, the Authority for the Financial Markets may grant a full or partial dispensation from the provisions referred to in Paragraph 1, opening words and under (a), with regard to Article 4:9, paragraph 2 and 3, or under (c), with regard to Article 4:11, paragraph 3, or under (e), with regard to Article 4:15, paragraph 2, if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached otherwise.



§ 2.2.11.1A. Branch office and provision of services


Article 2:94a Conditions to be observed by a licensed reinsurance broker from another Member State

- 1. If the Authority for the Financial Markets receives a notification from a supervisory authority of another Member State in respect of an insurance broker having his seat in that other Member State who provides insurance brokerage services from a branch office situated in the Netherlands or by means of providing services to the Netherlands, the supervisor may announce within one month after receipt of such notification the conditions which the reinsurance broker must observe for reasons of public interest in performing his financial services in the Netherlands.
- 2. One month after the Authority for the Financial Markets received the notification meant in paragraph 1 from the supervisory authority of the other Member State, the insurance broker having his seat in another Member State may start performing services from a branch office situated in the Netherlands or by means of providing services to the Netherlands.



§ 2.2.11.2 Exemption


Article 2:95 Exemptions by Ministerial Regulation

- 1. An exemption from Article 2:92, paragraph 1, may be granted by Ministerial Regulation.
- 2. A full or partial exemption from Article 2:94, paragraph 1, may be granted by Ministerial Regulation.



Section 2.2.12 Providing investment services, performing investment activities and systematic internalisation


§ 2.2.12.1 Requirements for licensing


Article 2:96 License for performing investment services or activities

- 1. It is prohibited to provide investment services or perform investment activities without a license granted for that purpose by the Authority for the Financial Markets.
- 2. Upon application, the Authority for the Financial Markets may, whether or not for a specific period of time, grant a full or partial dispensation from paragraph 1 if the applicant shows that the interests which the present Part, Part III ‘Prudential Supervision Financial Enterprises’ and Part IV ‘Conduct Supervision Financial Enterprises’ seek to protect are sufficiently protected otherwise.


Article 2:97 Exemptions

- 1. Article 2:96 does not apply to financial enterprises which:
a. have a supervisory status certificate, granted by the Dutch Central Bank on the basis of Part III ‘Prudential Supervision Financial Enterprises’, to conduct the business of a financial institution, insofar as it is permitted for them pursuant to that certificate to provide investment services or perform investment activities;
b. have a license, granted by the Dutch Central Bank on the basis of the present Part, to conduct the business of a bank, insofar as it is permitted for them pursuant to that license to provide investment services or perform investment activities.
- 2. As far as it concerns portfolio management, Article 2:96 does not apply to municipal credit banks in regard of which is complied with the provisions of Article 4:37, paragraph 1.
- 3. As far as it concerns portfolio management and the provision of advisory services in respect of financial instruments, Article 2:96 does not apply to financial enterprises having their seat in the Netherlands that have a license as referred to in Article 2:65, paragraph 1, under (a), to manage an institution for collective investments in transferable securities.
- 4. Article 2:96 does not apply to financial enterprises, except for institutions for collective investments in transferable securities that are an investment company, which have a license, granted by the Authority for the Financial Markets, to manage collective investment schemes, as far as it concerns providing advice on units in the collective investment scheme managed by those management companies.
- 5. Article 2:96 does not apply to tied agents that provide investment services within the meaning of the definition of an investment service as referred to in Article 1:1, and then under (a), (d) or (e) of that definition, where the investment firm for account of which the tied agents provide these investment services:
a. are fully responsible for them, in the sense that they ensure that the tied agents comply with the present Act, and;
b. have reported the agents concerned as tied agents to the Authority for the Financial Markets.
- 6. An investment firm that is no longer responsible for a tied agent as referred to in paragraph 5, under (a), shall notify the Authority for the Financial Markets and the tied agent concerned thereof.
- 7. The Authority for the Financial Markets shall only enter the tied agent in the register as referred to in Article 1:107, paragraph 2, under (a), number 12°, if the investment firm which has reported the tied agent concerned to the Authority for the Financial Markets shows that, with regard to that tied agent, it will comply with the provisions arising from Articles 4:9, paragraph 1, and 4:10.
- 8. Rules shall be set by or pursuant to Order in Council in respect of the manner in which the tied agent will be reported as referred to in paragraph 5, under (b), and the data to be provided and documents to be submitted on that occasion.


Article 2:98 Exemptions for financial enterprises from another Member State

- 1. Article 2:96 does not apply to financial enterprises having their seat in another Member State which:
a. conduct the business of a bank from a branch office situated in the Netherlands or by means of providing services to the Netherlands, insofar as it is permitted for them pursuant to Section 2.2.2 to provide investment services or perform investment activities;
b. conduct the business of a financial institution from a branch office situated in the Netherlands or by providing services to the Netherlands, insofar as it is permitted for them pursuant to Section 2.2.2 to provide investment services or perform investment activities, or;
c. conduct the business of an entity for risk acceptance or insurer from a branch office situated in the Netherlands or by providing services to the Netherlands, insofar as it is permitted for them pursuant to Sections 2.2.2A, 2.2.3, 2.2.4 or 2.2.4A to provide investment services or perform investment activities.
- 2. Article 2:96 does not apply to investment firms having their seat in another Member State which:
a. provide investment services or perform investment activities from a branch office in the Netherlands, insofar as Article 2:101 has been complied with;
b. provide investment services or perform investment activities by means of providing services to the Netherlands, insofar as Article 2:102 has been complied with, or;
c. provide investment services or perform investment activities within the meaning of the definition of providing investment services as referred to in Article 1:1, and then under (a), (d) or (e) of that definition, through a tied agent, insofar as Articles 2:101 or 2:102 have been complied with and the investment firm has reported the agent concerned as a tied agent to the Authority for the Financial Markets for entry in the register. The provisions of Article 2:97, paragraph 7, shall apply accordingly.


Article 2:99 Statutory provisions to be met

- 1. Upon application, the Authority for the Financial Markets shall grant a license as referred to in Article 2:96 if the applicant shows that he will comply with the provisions arising from:
a. Article 4:9, paragraph 1, with regard to the proper credentials of the persons referred to in that Article;
b. Article 4:10 with regard to the reliability of the persons referred to in that Article;
c. Article 4:11, paragraph 1 and 3, with regard to the policy on the sound conduct of business;
d. Article 4:83, paragraph 1, with regard to the minimum number of persons laying down the day-to-day policy and Article 4:84 with regard to determining the place from which they perform their activities;
e. Article 4:13, paragraph 1 and 2, with regard to the control structure;
f. Article 4:14(1) and (2) with regard to the operational structure;
g. Article 4:87 with regard to taking adequate measures to protect clients’ rights;
h. Article 4:88 with regard to pursuing an adequate policy in order to prevent conflicts of interests as referred to in that Article;
i. Article 3:53, paragraph 1 and 3, with regard to the minimum equity capital;
j. Article 3:57, paragraph 1 and 2, with regard to solvency;
k. Article 4:91a with regard to the rules applicable to the trading process and the settlement of transactions in a multilateral trading facility, if the applicant intends to operate a multilateral trading facility.
If the application relates to the provision of brokerage services or portfolio management by a branch office situated in the Netherlands of an investment firm having its seat in a non-Member State, the applicant shall also show that the investment firm is authorised to provide investment services in the State where it has its seat and is authorised to open a branch office in the Netherlands.
- 2. If a qualifying shareholder’s participation as referred to in Article 3:95 is held in the investment firm, the Authority for the Financial Markets shall grant, without prejudice to paragraph 1, a license if the holder of the qualifying shareholder’s participation in the investment firm complies with Article 3:95, paragraph 2, and the Dutch Central Bank is of the opinion that the provisions arising from Articles 3:99 up to and including 3:101 in regard of the declaration of no objection are complied with.
- 3. The application for a license shall be submitted with mention of the data which are to be specified by or pursuant Order in Council.
- 4. If the application relates to the provision of an investment service within the meaning of the definition of providing an investment service in Article 1:1, and then under (b) of that definition, and to the performance of the investment activity within the meaning of the definition of performing an investment activity in Article 1:1, and then under (a) of that definition, and the applicant also intends to conduct the business of an investment firm operating as a systematic internaliser with regard to transactions in shares admitted to trading on a regulated market, he shall state this intention when making the application.
- 5. If the investment firm intends to provide ancillary services, it shall state this intention when making the application.
- 6. Upon application, the Authority for the Financial Markets may grant a full or partial dispensation from the provisions referred to in paragraph 1, opening words and under (c), with regard to Article 4:11, paragraph 3, or under (d), with regard to Article 4:83, paragraph 1, or under (f), with regard to Article 4:14, paragraph 2, or under (h), with regard to Article 4:88, paragraph 3, or under (i) or under (j), if the applicant shows that he reasonably cannot comply with those provisions and that the objectives which the Articles listed in paragraph 1 seek to achieve are reached otherwise.



§ 2.2.12.2 Branch office and provision of services


Article 2:100 Investment firm from another Member State

- 1. If the Authority for the Financial Markets receives a notification from a supervisory authority of another Member State of the intention of an investment firm having its seat in another Member State to provide investment services or perform investment activities from a branch office situated in the Netherlands or by means of providing services to the Netherlands, it shall, without delay, inform the investment firm involved of the receipt of this notification.
- 2. Immediately after the receipt of this notification, or, where it concerns providing investment services or performing investment activities from a branch office, within two months after the receipt of the notification, the Authority for the Financial Markets may inform the supervisory authority of the other Member State of the conditions which the investment firm must observe for reasons of public interest in providing investment services or performing investment activities in the Netherlands. The Authority for the Financial Markets shall send a copy thereof to the investment firm.
- 3. Where applicable, the Authority for the Financial Markets may request the supervisory authority of the other Member State to inform it within a reasonable period of the identity details of the tied agents that will act under the responsibility and for account of the investment firm concerned, and make these details public.
- 4. If an investment firm as referred to in paragraph 1 has the intention to provide investment services from a branch office situated in the Netherlands through a tied agent acting under its responsibility and for its account, the provisions of the present Act with regard to a branch office of an investment firm shall apply accordingly to the tied agent.


Article 2:101 Starting moment for performing investment services and activities from a Dutch branch office

- 1. An investment firm having its seat in another Member State may start providing investment services or performing investment activities from a branch office situated in the Netherlands two months after the notification from the supervisory authority of the other Member State referred to in Article 2:100, paragraph 1, or immediately after receipt of the notification referred to in Article 2:100, paragraph 2.
- 2. Paragraph 1 does not apply to investment firms having their seat in another Member State, insofar as it is permitted for them pursuant to Section 2.2.2 or 3.4.1 to provide investment services or perform investment activities from a branch office situated in the Netherlands.
- 3. Paragraph 1 does not apply to investment firms that comply with Article 2:71, paragraph 1.


Article 2:102 Starting moment for performing services and activities to the Netherlands from another Member State

- 1. An investment firm having its seat in another Member State may start providing investment services or performing investment activities by means of providing services to the Netherlands after the notification from the supervisory authority of the other Member State referred to in Article 2:100, paragraph 1.
- 2. Paragraph 1 does not apply to investment firms having their seat in another Member State, insofar as it is permitted for them pursuant to Section 2.2.2 or 3.4.1 to provide investment services or perform investment activities by means of providing services to the Netherlands.


Article 2:103 Investment services and activities have to be specified

An investment firm as referred to in Article 2:98, paragraph 2, may not provide investment services or perform investment activities if these financial services are not specified in the notification referred to in Article 2:100, paragraph 1.


Article 2:103a Investment firms operating a multilateral trading facility

- 1. An investment firm which has obtained a license as referred to in Article 2:96 to operate a multilateral trading facility and which has the intention to take measures in another Member State that will enable its members or unit holders based in that Member State to have access and to trade on that multilateral trading facility, shall inform the Authority for the Financial Markets of such intention. The Authority for the Financial Markets shall supply this information to the relevant supervisory authority of the Member State involved within one month after receiving it.
- 2. Upon the request of the supervisory authority of the Member State referred to in paragraph 1, the Authority for the Financial Markets shall inform the latter within a reasonable period of the identity details of the members of or unit holders on the multilateral trading facility.



§ 2.2.12.3 Exemption


Article 2:104 Exemptions by Ministerial Regulation

- 1. An exemption from Article 2:96 may be granted by Ministerial Regulation.
- 2. A full or partial exemption from Article 2:99, paragraph 1,may be granted by Ministerial Regulation.



Section 2.2.13 Special provisions


Article 2:105 License having effect also on behalf of affiliated enterprises

- 1. Upon application, the Authority for the Financial Markets shall grant a license as referred to in Articles 2:55, 2:60, 2:75, 2:80, 2:86 and 2:92 to a legal person with full legal capacity, which license shall also extend to enterprises affiliated to that legal person, if that legal person, without prejudice to Articles 2:58, 2:63, 2:78, 2:83, 2:89 and 2:94, shows that it:
a. possesses towards its affiliated enterprises sufficient powers, either by virtue of its articles of incorporation and the articles of incorporation of its affiliated enterprises or by virtue of a contract with its affiliated enterprises, to counteract any acts or omissions of such an enterprise in violation of the provisions arising from Part IV ‘Conduct Supervision Financial Enterprises’ with regard to providing financial services, with the exception of offering units in a collective investment scheme, and to have them adhere to any instructions issued by the Authority for the Financial Markets;
b. has sufficient possibilities to provide the affiliated enterprises with expert support, and;
c. is authorised to represent those enterprises in the application for a license and otherwise for the purposes of Sections 2.2.5, 2.2.6, 2.2.8, 2.2.9, 2.2.10, 2.2.11, 2.3.6 and 2.3.7 and for the purposes of the provisions arising from Part IV ‘Conduct Supervision Financial Enterprises’ with regard to providing financial services, with the exception of offering units in a collective investment scheme.
- 2. If an enterprise affiliates to the legal person after a license as referred to in paragraph 1 has been granted, the license shall also apply to that enterprise if the legal person satisfies the conditions referred to in paragraph 1 in respect of this enterprise.
- 3. For the purposes of Section 2.2.5, 2.2.6, 2.2.8, 2.2.9, 2.2.10, 2.2.11, 2.3.6 and 2.3.7, the acts or omissions of the affiliated enterprise shall be regarded as the acts or omissions of the legal person.
- 4. The Authority for the Financial Markets may designate financial enterprises that, for the purpose of paragraph 2 and 3, are deemed to have a license as referred to in paragraph 1, if:
a. where it concerns financial service providers: the legal person to which the other enterprises are affiliated has a license granted by the Dutch Central Bank;
b. where it concerns investment firms: the legal person to which the other enterprises are affiliated and the affiliated enterprises have a license granted by the Dutch Central Bank, and;
c. the conditions meant in paragraph 1 have been satisfied.
The decision of the Authority for the Financial Markets on such designation may be revoked.
- 5. Rules may be set by or pursuant to Order in Council in respect of what is provided in paragraph (1), opening words and under (a) and (b).

 

 [prior Chapter]