The Dutch loan market in 2026 operates against a backdrop of moderate economic growth, easing – but still material – inflationary pressure and a monetary environment that remains less accommodative than during the prolonged period of exceptionally low interest rates. Although the stabilisation of interest rates has improved pricing visibility and encouraged refinancing and acquisition activity, debt-service capacity remains a key consideration. Lenders continue to scrutinise leverage, interest cover, liquidity headroom and the resilience of borrowers’ business models under downside scenarios.

Credit remains available to well-capitalised borrowers with predictable cash flows, but lenders are maintaining disciplined underwriting standards. Banks are generally more selective in sectors exposed to weak consumer demand, high energy or labour costs, volatile input prices or structural disruption. Financing conditions are particularly sensitive in commercial real estate, construction, retail and certain energy-intensive industries. By contrast, businesses active in technology, healthcare, logistics, renewable energy, infrastructure and the energy transition continue to attract lender interest, subject to appropriate leverage and contractual protections.

The Dutch market remains predominantly bank-led, with the major domestic banks retaining a central role in corporate, real estate and leveraged lending. Nevertheless, private credit funds, debt funds, institutional investors and other non-bank lenders are increasingly relevant, particularly for acquisition finance, subordinated or unitranche facilities, real estate financing and transactions requiring greater structural flexibility or execution certainty. This has broadened the range of available financing solutions, while also introducing more varied pricing, covenant and intercreditor structures.

Regulation continues to exert significant influence on lending appetite and transaction execution. The implementation of the final Basel III standards through the EU banking package, including the amended Capital Requirements Regulation (CRR) and Capital Requirements Directive (CRD), affects the capital treatment and pricing of certain exposures. Dutch lenders must also navigate an increasingly demanding framework relating to anti-money laundering, customer due diligence, sanctions, beneficial ownership, data protection, operational resilience and outsourcing. The Digital Operational Resilience Act has further increased the focus on information and communications technology risk, incident management and third-party service providers.

Environmental, social and governance considerations are now embedded more firmly in credit assessment and portfolio management. Lenders increasingly examine transition risk, energy performance, climate exposure and the credibility of borrowers’ sustainability strategies. Sustainability-linked loans remain part of the Dutch financing landscape, although key performance indicators and sustainability targets are subject to greater scrutiny to ensure that they are measurable, ambitious and resistant to allegations of greenwashing.

Geopolitical tensions, armed conflicts, trade restrictions and strategic competition continue to shape the Dutch loan market in 2026. As an open economy with substantial exposure to international trade, logistics, energy markets and cross-border supply chains, the Netherlands is particularly sensitive to disruptions in global commerce and changes in investor confidence. These risks affect lending through higher input costs, supply-chain volatility, sanctions exposure, market uncertainty and shifts in fiscal and monetary policy.

Heightened Economic Uncertainty and Risk Aversion

Persistent geopolitical uncertainty has reinforced a more cautious approach to credit underwriting. Lenders increasingly test borrowers’ exposure to conflict-affected jurisdictions, critical suppliers, commodity prices, transport routes and customer concentration. Transactions involving vulnerable sectors or jurisdictions may be subject to lower leverage, additional collateral requirements, enhanced reporting obligations and more extensive information undertakings.

Borrowers with diversified revenue streams, strong liquidity, limited refinancing needs and robust supply-chain arrangements are generally better placed to obtain competitive financing. Conversely, businesses dependent on a small number of suppliers, energy-intensive production or trade with higher-risk jurisdictions may face tighter credit terms or reduced lender appetite.

Changes in Loan Terms and Pricing

Conflicts can generate inflationary pressure through higher energy, food, transport and commodity prices. Although monetary conditions have become more predictable, lenders remain alert to renewed inflation and interest-rate volatility. Loan pricing therefore reflects not only the borrower’s credit profile but also sector risk, geopolitical exposure, capital requirements and the lender’s funding costs.

Dutch loan documentation increasingly addresses these risks through tighter financial covenants, minimum liquidity requirements, cash-sweep mechanisms, enhanced information undertakings and restrictions on acquisitions, distributions and additional indebtedness. Borrowers may also seek longer interest periods, hedging arrangements and committed liquidity facilities to manage refinancing and rate risk.

Sectoral and Regional Reallocation of Credit

Geopolitical developments are contributing to a reallocation of capital across the Dutch economy. Defence, cybersecurity, renewable energy, electricity-grid infrastructure, energy storage, semiconductors and strategic technologies are attracting increased attention from lenders and investors. Public policy initiatives and government support may further improve the financing prospects of projects that contribute to energy security, digital resilience or strategic autonomy.

At the same time, lenders remain cautious toward businesses exposed to disrupted trade routes, sanctioned jurisdictions or volatile commodity markets. Commercial real estate also continues to be assessed selectively, with particular attention to valuation risk, refinancing capacity, occupancy levels and compliance with increasingly stringent energy-efficiency requirements.

Impact on Credit Quality and Non-Performing Loans

Higher financing costs, wage pressure and geopolitical disruption can weaken borrowers’ margins and debt-service capacity. While Dutch banks generally remain well capitalised, lenders continue to monitor early-warning indicators, covenant headroom and refinancing risk closely. Borrowers facing financial pressure may be required to provide updated business plans, liquidity forecasts and independent valuations at an earlier stage.

Where performance deteriorates, lenders may favour consensual solutions such as covenant resets, maturity extensions, additional security, sponsor support or controlled asset disposals. However, lenders are generally less willing to grant covenant relief without improved reporting, revised pricing or other compensating protections.

Regulatory, Sanctions and Policy Responses

Sanctions compliance is a central consideration in Dutch cross-border lending. Lenders must assess not only the borrower and its direct counterparties but also ownership structures, beneficial owners, payment routes, supply chains and the potential application of EU and other relevant sanctions regimes. Facility agreements commonly include detailed sanctions representations, undertakings, information rights and events of default.

Anti-money laundering and customer due-diligence requirements also continue to affect transaction timetables. Complex ownership structures, private equity participation and links to higher-risk jurisdictions can lead to more extensive verification and onboarding procedures. Borrowers should therefore anticipate that know-your-customer and sanctions reviews may be critical-path items in financing transactions.

Digital and Alternative Lending

Digitalisation continues to influence origination, credit assessment and loan administration in the Netherlands. Banks and alternative lenders increasingly use automated onboarding, data-driven monitoring and digital documentation processes. This may improve execution speed and access to finance, particularly for small and medium-sized enterprises, but it also creates heightened expectations regarding cybersecurity, data governance, operational resilience and the use of artificial intelligence.

Private credit and other alternative financing sources are likely to remain significant in 2026, especially where borrowers require speed, confidentiality, higher leverage or bespoke covenant structures. These benefits generally come at a higher cost and may be accompanied by tighter controls, stronger call protection and more extensive lender consent rights. Overall, the Dutch market remains liquid for credible borrowers, but financing is increasingly differentiated according to sector resilience, sustainability, geopolitical exposure and the quality of the borrower’s financial information and governance.

In 2026, the Dutch high-yield market is best understood as part of the broader pan-European leveraged-finance ecosystem rather than as a standalone domestic market. Dutch corporates and sponsor-backed borrowers increasingly access capital through a mix of high-yield bonds, covenant-lite term loan B facilities and private credit, using the depth of the European institutional investor base to finance acquisitions, refinancings, growth initiatives and balance-sheet restructurings. Competition among banks, institutional lenders and direct-lending funds has supported greater execution flexibility, including longer-dated maturities, limited maintenance covenants, portability features and more permissive baskets for debt incurrence, restricted payments and asset disposals.

Market access nevertheless remains highly sentiment-driven. When demand is strong, spreads tighten, original issue discounts narrow and borrowers can reprice or refinance on more favourable terms; periods of macroeconomic, geopolitical or sector-specific uncertainty can quickly widen pricing and constrain issuance, particularly for lower-rated or highly leveraged credits. Terms established in the bond and institutional loan markets also continue to influence the wider Dutch financing market, including through increased convergence between syndicated loan and private-credit documentation.

This flexibility comes at a cost. Weaker covenant protection, more complex capital structures and greater scope for value leakage or creditor-on-creditor transactions increase credit, structural-subordination and liquidity risks. In the Dutch context, lenders and investors must therefore look beyond headline leverage and pricing and scrutinise covenant capacity, guarantor and security coverage, ranking and intercreditor arrangements, enforcement mechanics and cross-border insolvency exposure. As the credit cycle develops, disciplined underwriting and active monitoring will be critical to distinguishing genuinely resilient capital structures from financings that merely benefit from favourable documentation.

As of 2026, alternative credit is firmly embedded in the Dutch financing landscape. Banks continue to dominate traditional corporate lending and remain central to revolving facilities, working-capital finance and larger syndicated transactions. However, private debt funds and other non-bank lenders have become established competitors – particularly in sponsor-backed acquisition finance, refinancings and growth capital for mid-market companies and SMEs. Their appeal lies in speed of execution, certainty of funding, flexible covenant packages and the ability to provide bespoke or unitranche solutions, often at higher pricing than conventional bank debt.

This development reflects both the continued institutionalisation of European private credit and the effect of tighter bank capital, regulatory and risk-management constraints. The Netherlands’ open economy, sophisticated sponsor community and creditor-friendly legal infrastructure continue to attract domestic and international direct lenders. Fintech platforms and data-driven SME lenders also remain relevant, although the sector has matured: higher funding costs, increased regulatory scrutiny and consolidation have shifted the focus from rapid origination growth to sustainable underwriting and profitability. The result is no longer a simple bank-versus-fund divide, but an increasingly hybrid market in which banks, private credit providers and specialist platforms compete  and frequently collaborate – across different layers of the capital structure.

The Dutch banking and finance market in 2026 features sophisticated capital structures, a broader lender base and a premium on execution certainty. Banks remain central – particularly for investment-grade, real estate and asset-backed financings – but private credit funds and institutional investors are increasingly prominent. Borrowers and sponsors combine debt and equity layers to optimise leverage, pricing, covenant flexibility and refinancing risk.

HoldCo Structures and Layered Capital

HoldCo financing is established in Dutch leveraged-finance, private-equity and infrastructure transactions. Holding-company debt may finance acquisitions, shareholder distributions or buy-and-build strategies without adding debt directly to the operating group.

Because HoldCo creditors generally lack direct recourse to operating companies or their assets, HoldCo debt is structurally subordinated to OpCo liabilities. Analysis therefore centres on upstream distributions, leakage, tax and corporate-law constraints, double leverage and access to operating-group value. Intercreditor terms, security and covenants are calibrated accordingly.

Layered structures may pair senior secured bank or unitranche facilities at OpCo level with HoldCo term debt, preferred equity or other subordinated capital. This increases financing capacity and preserves flexibility, but requires careful analysis of financial assistance, corporate benefit, directors’ duties, distributions, insolvency and enforcement under Dutch law.

Preferred Equity and Hybrid Instruments

Preferred equity and hybrid capital are increasingly used when senior leverage is unavailable, restrictive or uneconomic. They may offer priority returns, liquidation preferences, redemption rights and governance protections while retaining sufficient equity characteristics to sit outside the senior debt package.

Convertible instruments, subordinated shareholder loans and payment-in-kind instruments can bridge valuation gaps, defer cash payments and fund acquisitions or growth. In the Dutch market, legal and economic characterisation is critical: tax, accounting, regulatory-capital, insolvency and subordination treatment turn on substance, not labels.

Investors seek downside protections such as information rights, reserved matters, anti-dilution provisions, transfer restrictions and step-up or conversion mechanisms. Borrowers prioritise longer-dated or non-amortising capital, limited cash leakage and flexibility to execute their business plans.

Customisation, Innovation and Broader Participation

Financing structures are increasingly bespoke. Unitranche facilities remain prominent in sponsor-backed mid-market deals, often alongside super-senior revolving facilities for working capital and liquidity. Asset-based and receivables financing, fund finance, NAV facilities and recurring-revenue structures are also gaining ground.

Covenant-lite terms remain available for stronger credits and competitive processes, but the market is selective. Lenders scrutinise EBITDA adjustments, synergies, unrestricted subsidiaries, debt capacity, value leakage and portability. More complex or stressed credits may attract maintenance covenants, enhanced reporting and tighter controls on disposals and distributions.

Larger transactions are typically syndicated or arranged as club deals, while private-credit providers compete on speed, confidentiality and certainty of funds. Banks remain important as arrangers, revolving and ancillary facility providers, hedge counterparties and sustainability co-ordinators. Hybrid bank–direct lending structures are increasingly common.

ESG, Regulation and Digitalisation

By 2026, ESG is more deeply embedded in credit analysis, documentation and reporting, but standards have tightened. Sustainability provisions must be measurable, verifiable and proportionate to the borrower’s business. Generic labels and immaterial targets face greater regulatory and internal scrutiny, particularly for greenwashing risk.

Digitalisation continues to reshape origination, due diligence, monitoring and loan administration. Automated data collection, advanced analytics and AI can improve speed and portfolio oversight, subject to data-protection, cybersecurity, outsourcing and model-governance requirements. Electronic execution is routine, although transaction-specific formalities and evidentiary issues remain relevant.

The Netherlands remains a leading European sustainable-finance market in 2026, supported by active banks, major institutional investors and corporates familiar with EU sustainability regulation. Structures span real estate, renewable energy, infrastructure, transport, agriculture and industrial transition.

Sustainability-linked loans remain the main ESG product in general corporate lending. Unlike green loans, whose proceeds fund eligible green projects, SLLs adjust facility economics – typically the margin – by reference to agreed KPIs and sustainability performance targets. Credibility depends on material KPIs, ambitious targets, reliable reporting and independent verification.

The Dutch market has moved from rapid adoption to greater selectivity and integrity. Lenders are wary of immaterial pricing incentives, weak baselines, business-as-usual targets and KPIs disconnected from the borrower’s material impacts. Documentation increasingly addresses methodology changes, acquisitions and disposals, restatements, verification failures, inaccurate reporting and sustainability breaches.

The Loan Market Association’s sustainability-linked and green-loan principles remain influential. Dutch practice emphasises material KPIs, ambitious targets, consistent methodologies, periodic reporting and external verification. Sustainability co-ordinators remain important, but each lender retains responsibility for its credit, regulatory and reputational assessment.

Dutch lenders operate within an evolving EU framework. The EU Taxonomy, Sustainable Finance Disclosure Regulation and corporate sustainability-reporting rules shape borrower data and the classification of sustainable activities. Because scope and timing continue to change, finance documents should not assume uniform data or a static reporting regime throughout the facility’s tenor.

De Nederlandsche Bank (DNB) and the European Central Bank continue to treat climate and environmental risks as matters of governance, strategy and risk management. ESG analysis therefore extends beyond labelled products to mainstream credit assessment, collateral analysis, stress testing and portfolio monitoring.

For borrowers, credible sustainability-linked financing can support strategy and demonstrate accountability, but cannot substitute for a transition plan. In the Dutch market in 2026, substance prevails over labels: targets must be decision-useful, documentation must work throughout the loan tenor, and sustainability claims must withstand regulatory, lender and public scrutiny.

In the Netherlands, in principle lending by banks and non-banks towards a non-consumer, such as companies, does not constitute a regulated activity, provided that the lending activity is not combined with attracting deposits or other repayable funds from the public. Generally, a non-consumer is understood to be any party other than a natural person who is not acting in the course of its business or profession. Under the new EU Capital Requirements Directive (CRD VI) rules, non-EU lenders may, under certain conditions, need to establish a branch and obtain a licence, although exemptions may be available. The Dutch government has clarified that simply making a loan does not automatically mean the lender is considered to be taking in deposits, which would trigger a different set of regulations.

In practice, this permissive framework has made the Netherlands an attractive jurisdiction for the rapidly growing European private credit and direct lending market. Non-bank lenders – including credit funds, CLO vehicles, insurance companies and pension funds – increasingly operate alongside traditional Dutch and international banks to provide leveraged, acquisition and real estate finance to Dutch corporates without needing a specific Dutch lending licence. The critical regulatory boundary remains the prohibition on attracting repayable funds from the “public” without a banking licence; however, funds obtained from parties qualifying as a professionele marktpartij (professional market party) under the Besluit definitiebepalingen Wft – including legal persons with a balance sheet total of at least EUR500 million – fall outside the scope of this prohibition.

The implementation of the EU Banking Package (CRD VI/CRR III) is a significant development for the Dutch market. On the CRR III side, the Uitvoeringsbesluit verordening kapitaalvereisten 2025 (AMvB of 13 January 2025) amended the Besluit EU-verordeningen Wft to give effect to Regulation (EU) 2024/1623, which incorporates the final Basel III standards into the EU capital requirements framework. The amendments update the table of enforceable CRR provisions, enabling DNB to enforce the new and amended articles and to attach penalty categories to them. On the CRD VI side (Directive (EU) 2024/1619), transposition into the Dutch Financial Supervision Act (Wet op het financieel toezicht, Wft)is required by 11 January 2026. The directive introduces, among other things, a harmonised EU authorisation and prudential regime for third-country branches of credit institutions, enhanced fit-and-proper requirements, and ESG risk integration obligations. For the Dutch leveraged and acquisition finance market, the most notable effect is that non-EU banks wishing to operate through a branch in the Netherlands will face a more prescriptive authorisation and supervisory framework. Under the Wft, a “bank” is defined as a credit institution within the meaning of Article 4(1)(1) CRR, and branches of banks in the Netherlands are already subject to prudential requirements under the Besluit prudentiële regels Wft. Non-bank lenders that do not qualify as credit institutions – for example, direct lending funds, CLO vehicles and institutional investors – remain outside the CRD VI/CRR perimeter entirely and are not affected by these changes.

The broader Dutch regulatory environment is also evolving. Key 2025–2026 developments include the entry into force of Digital Operational Resilience Act (DORA) and Markets in Crypto-Assets Regulation (MiCAR), the revised Alternative Investment Fund Managers Directive (AIFMD) and Undertakings for Collective Investment in Transferable Securities (UCITS) framework and strengthened AML/sanctions legislation, all of which the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, AFM) is actively supervising. Market participants using fund-based lending structures or securitisation vehicles should consider the cumulative impact of these reforms.

Under Dutch financial regulatory law, in principle lending by banks and non-banks towards a non-consumer seated in the Netherlands, such as companies, does not constitute a regulated activity, provided that the lending activity is not combined with attracting deposits or other repayable funds from the public. Although such corporate lending is not in itself a regulated activity in the Netherlands, EU banks may be obliged to make use of their passporting rights to provide cross border corporate lending services in the Netherlands. Under the new CRD VI rules, non-EU lenders may, under certain conditions, need to establish a branch and obtain a licence, although exemptions may be available.

Providing security (such as pledges and mortgages) or issuing guarantees in favour of a lender does not constitute a regulated activity under Dutch law. Neither the grantor of security nor the secured party requires a licence for this purpose. Foreign lenders may freely take Dutch-law collateral packages, subject only to general Dutch civil law requirements governing the creation and perfection of the relevant security interests.

In the Netherlands, there are no general restrictions or controls on exchanging or transferring foreign currency. At the EU level, capital movements between EU member states and between member states and third countries are in principle fully liberalised under the Treaty on the Functioning of the European Union (TFEU). The European Parliament and the Council retain the authority to implement special measures concerning capital movements to or from non-EU countries, particularly where these involve direct investments (such as real estate), business establishment, financial services, or the listing of securities on capital markets.

The Wet financiële betrekkingen buitenland 1994 (Dutch Act on Foreign Financial Relations 1994), which remains in force, imposes limited reporting obligations for certain cross-border financial flows.

However, the practical landscape has shifted materially since 2022 as a result of EU and Dutch sanctions regimes. Financial institutions are required to freeze assets of sanctioned persons and entities and to block transactions to or from those persons and entities. As of January 2024, Dutch financial institutions had frozen approximately EUR660.8 million in assets and blocked some EUR864.3 million in transactions under the Russia-related sanctions packages alone. The Dutch government has introduced the proposed Wet internationale sanctiemaatregelen (International Sanctions Measures Act) to modernise and strengthen the national sanctions framework, including introducing administrative enforcement powers and procedures for the long-term management of frozen assets. The AFM lists AML/sanctions-law supervision as a standing supervisory priority for 2025–2026. Lenders, servicers and borrowers engaged in cross-border transactions should therefore maintain robust sanctions screening and compliance procedures, as the operational burden has become a significant feature of the Dutch market.

There are no regulatory restrictions on the borrower’s use of proceeds from loans or debt securities, other than customary restrictions like violation of public order.

However, certain agreed-upon restrictions may be in effect. For example, a facility agreement generally provides for strict rules regarding the purpose and use of the term loans. Usually, the relevant proceeds must be applied to finance the purchase price, fees and other costs related to the acquisition and financing thereof and the refinancing of the target’s existing indebtedness. A violation of these provisions usually constitutes an event of default. Further, under the finance documents usually a funds flow statement should be delivered as a condition precedent, setting out the application of the funds (including the relevant beneficiaries and related bank account details).

The concept of a “trust”, as it exists in common law jurisdictions, does not have a direct equivalent under Dutch law. While Dutch courts may recognise specific trust structures in accordance with the Hague Convention of 1 July 1985 on the Law Applicable to Trusts and their Recognition, common law trust arrangements are generally seen as unsuitable when Dutch law-governed security is provided for the benefit of a lender group.

Instead, syndicated lending transactions under Dutch law typically rely on a structure known as a parallel debt arrangement. Under this mechanism, each obligor undertakes to pay the security agent an amount equal to the amounts it owes to the finance parties under the finance documents (commonly referred to as the “underlying liabilities”). The security granted then secures the parallel debt obligations, rather than the underlying liabilities directly.

In the event of enforcement, the security agent is contractually required to apply the proceeds towards repayment of the underlying liabilities, following the distribution order agreed upon by the finance parties. The parallel debt agreement provides that when an underlying liability is repaid (in whole or in part), the corresponding parallel debt is automatically considered repaid to the same extent – and vice versa.

In the Netherlands, the benefit of a loan can be transferred through assignment, contract takeover (contract transfer) or sub-participation.

Assignment involves the transfer of receivables or rights via a written agreement. If the assignment is undisclosed, it must either be executed by notarial deed or registered with the Dutch tax authorities. For disclosed assignments, notification to the debtor is required.

Contract takeover transfers both rights and obligations under a contract and requires a written agreement, along with the co-operation of the counterparty. This consent can be provided informally.

Sub-participation does not involve a transfer of legal rights or obligations. Instead, it allows a third party to share in the economic benefits of a loan through a private arrangement with the original lender. The sub-participant has no direct legal claim against the borrower.

Under Dutch law, security rights – such as mortgages and pledges – are accessory in nature, meaning they automatically follow the claims they secure upon transfer. In syndicated lending, security is commonly held by a security agent on behalf of all lenders. When a lender transfers its rights, the position of the security agent remains unaffected, and the transferee benefits from the agent’s duty to distribute any enforcement proceeds. If a new security agent is appointed, the related parallel debt claims must also be transferred to ensure that the corresponding security rights move with them.

Under Dutch law, borrowers or sponsors are not outright prohibited from engaging in debt buyback transactions. The terms of a credit agreement typically allow the involved parties to freely determine any restrictions on such buybacks as they see fit.

Generally, the standard Loan Market Association (LMA) provisions on debt buybacks apply without any particular Dutch law-based deviations, under which buybacks are either restricted or made subject to certain restrictions that a borrower or its equity sponsor will not disrupt voting arrangements among the lending group by purchasing debt. That said, a buyback of loans is not as common in the Dutch market as buybacks of notes or equity securities.

Under Dutch public takeover regulations, a bidder must demonstrate – at the time the offer memorandum is submitted for approval to the competent authority – that it has sufficient funds available or has taken all necessary steps to ensure such funds will be available to meet the obligations under the offer. Once the funds are secured or the required arrangements are in place, the bidder must make a public announcement confirming this. If any portion of the offer consideration is financed through debt, the bidder can only satisfy this funding requirement if the debt is provided on a “certain funds” basis.

The “certain funds” rule is not generally applied in other transactions where not required, although it is not unusual for bidders to indicate in the term sheet how they intend to finance the transaction.       

While there is no legal obligation to have fully negotiated or signed financing documents in place, public acquisition financing is typically documented through comprehensive (long-form) agreements. There is also no requirement for such documentation to be made publicly available.

Recent case law of the Court of Justice of the European Union has confirmed that an asymmetric jurisdiction clause, under which the parties agree to confer jurisdiction to a specific court for disputes arising between them while reserving for only one party the right to initiate proceedings before one or more alternative courts, is considered sufficiently precise and therefore valid provided that the asymmetric jurisdiction clause is limited to EU member states and states that are party to the Lugano Convention. The choice of jurisdiction provision in Dutch legal documentation has been amended accordingly.

Dutch law does not impose statutory usury limits or specific caps on the amount of interest that can be charged. However, the enforceability of interest provisions in finance documents is subject to the overarching principles of reasonableness and fairness, which may restrict enforcement if terms are deemed unacceptable. Courts may also consider the parties’ original intent when interpreting agreements, and contracts can be annulled if entered into under duress, fraud, undue influence, mistake, or if contrary to public morals or public order.

While there are no legal limits on debt financing, Dutch corporate income tax rules effectively constrain interest deductibility. Excessive debt may also trigger scrutiny regarding the arm’s length nature of loans, potentially resulting in further limitations on interest deductibility.

Disclosure of financial contracts is regulated by national and European laws, depending on the type of contract and the parties involved. Financial institutions and public companies are subject to strict disclosure requirements under the Wft, which is overseen by the DNB and the Authority for the Financial Markets (Autoriteit Financiële Markten). Examples of European regulations include the European Market Infrastructure Regulation (EMIR) and the Prospectus Regulation.

In addition, companies are required to disclose certain financial obligations in their annual accounts under accounting and reporting standards.

In private contracts, disclosure is largely governed by contractual freedom and duty of good faith (goede trouw). However, in certain cases (eg, involvement of consumers), information duties are imposed.

In the Netherlands, arm’s length interest payments on genuine loans are generally not subject to withholding tax. However, if a loan is recharacterised for tax purposes – such as a profit participation loan with no fixed maturity (or over 50 years), where repayment is only possible in insolvency, interest is almost entirely profit-dependent, and the lender is subordinated – interest may be treated as a dividend and subject to 15% dividend withholding tax. Additionally, interest or quasi-dividend payments to related-party lenders in low-tax or non-cooperative jurisdictions may be subject to a conditional withholding tax of 25.8% (2026 rate). This tax applies to payments from Dutch entities or permanent establishments, and may also apply in cases of abuse or entity mismatches. A tax treaty may prevent this tax if the lender is not considered related under Dutch rules.

In the Netherlands, lenders are not subject to registration tax, stamp duty, or similar charges when making loans or taking security or guarantees from Dutch entities. The main exception is court fees, which may arise during enforcement proceedings. However, if enforcement of security (such as a pledge over shares or a mortgage) results in the lender acquiring ownership of real estate, a real estate transfer tax of 10.4% applies, except for owner-occupied residential property, which is taxed at 2%. The rate for non-owner-occupied residential property decreased to 8% as of 2026, and it has been announced in the Dutch government’s 2026 Spring Memorandum (Voorjaarsnota) that it is intended for this rate to be further reduced to 7% as of 1 January 2027. Acquisition of shares in a “real property company” may also trigger this tax, based on the fair market value of the underlying Dutch real estate. In insolvency, Dutch tax authorities have a statutory priority right, ranking ahead of other creditors, and are generally considered preferred creditors.

There may be tax concerns where the foreign lender is considered to have been artificially interposed in the structure to avoid Dutch personal income tax from being imposed on a – direct or indirect – shareholder of the lender. In such a case, the foreign lender may end up being subject to Dutch corporate income tax in the Netherlands. This could be relevant to the borrower if the loan documentation requires indemnification by the borrower for such tax imposed outside the lender’s jurisdiction.

The assets typically available as collateral to lenders include registered property (registergoederen), movable assets (roerende zaken), receivables (vorderingen), and shares.

The formalities and perfection requirements depend on the specific type of security.

A mortgage must be executed as a notarial deed and must thereafter be registered with the relevant register of the Dutch public land registry.

The method of perfecting the rights of the pledge depends on the collateral that is purported to be pledged and whether this collateral is pledged by way of a disclosed or an undisclosed right of the pledge:

• A pledge over shares must be executed using a notarial deed.
• A pledge over movable assets can be perfected:
1. without bringing the movable asset under the pledgee's control:
1. by execution of an authentic (notarial) deed;
2. by execution of a private deed that is thereafter registered with the Dutch tax authorities; or
2. by bringing the movable assets under the pledgee’s control.
• A pledge over receivables can be created by way of a disclosed or an undisclosed pledge:
1. Disclosed – the right of pledge should be perfected by notification thereof from the pledgor to the relevant debtor.
2. Undisclosed – the right of pledge should be perfected by execution of an authentic (notarial deed) or by execution of a private deed that is thereafter registered with the Dutch tax authorities.

A pledge over shares is registered in the shareholder’s register of the company whose shares are being pledged. Such registration is not a requirement for perfection of the right of pledge. The shareholder’s register is a hard copy of the register, which is kept by the company.

The creation of these security interests does not lead to liability for Dutch stamp duty or similar documentary charges.

Dutch law does not recognise the concepts of floating and fixed charges as known in common law jurisdictions. Instead, security interests are categorised as either collateral security (such as mortgages and pledges) or personal security (including joint and several debtorship, suretyship, and guarantees). Collateral security is established through a right of mortgage – applicable to registered property like real estate, land, aircraft, or ships – or a right of pledge, which covers all other types of collateral.

Pledges can be created in advance over future movable assets and receivables. When the pledgor acquires such assets or when receivables arise, these are automatically encumbered. However, for undisclosed pledges over future receivables, only those arising from existing legal relationships at the time of the pledge are covered; new relationships require new pledges.

To streamline the process, Dutch banks use a collective deed of pledge, allowing them to register undisclosed pledges over all (future) receivables without the debtor’s ongoing involvement. This system, which involves frequent registration with the Dutch tax authorities, is somewhat similar to an English floating charge but differs in that it requires repeated registrations and cannot cover registered property or shares, which must be pledged by separate notarial deeds. Other assets can be pledged through omnibus agreements, subject to certain limitations.

Whether or not restrictions apply to the provision of related company guarantees depends on the type of company providing the guarantee. Private companies with limited liability (BVs) are, in principle, not restricted in providing guarantees to related companies, as long as the granting of a guarantee is in the corporate interest of the grantor. Public companies limited by shares (NVs) are subject to Dutch regulations on financial assistance. Therefore, an NV and its subsidiaries may not grant security or guarantee the obligations of a related company if such security or guarantee is granted to subscribe for or acquire shares in its capital or depositary receipts for those shares.

Under Dutch law, there are no limitations on the ability of non-Dutch related companies to provide guarantees.

Under Dutch law, strict financial assistance rules apply to NVs and their subsidiaries. NVs are prohibited from providing security, guarantees, or otherwise binding themselves (jointly or otherwise) to support the subscription or acquisition of their own shares or depositary receipts. Additionally, NVs and their subsidiaries face restrictions on granting loans to related companies for such purposes. These loans are only permitted if a board resolution is adopted and pre-approved by the general meeting of shareholders. Further conditions include: the loan must be on arm’s length terms; the company’s net assets, after the loan, must not fall below the statutory minimum; the creditworthiness of the borrower must be carefully assessed; and, if the loan is for acquiring shares, the acquisition price must be fair. Transactions in breach of these rules, especially if deemed fraudulent conveyances, can be nullified.

In contrast, BVs are not subject to specific financial assistance prohibitions. However, BV directors must ensure that any such transaction is in the company’s corporate interest, that the company can continue to meet its obligations, and that all potential conflicts of interest are disclosed. The works council and supervisory board, if present, should also be informed.

A Dutch company with 50 or more employees must establish a works council. If the company plans to grant security or guarantees for another entity’s significant debt, the works council must be consulted. For important board resolutions, the works council is entitled to give advice before the decision is adopted. If the board proceeds against the council’s advice, implementation must be suspended for one month, during which the council may appeal to the Netherlands Enterprise Court. Additionally, depending on the company’s articles of association, granting security or guarantees may require prior approval from the general meeting of shareholders and/or the supervisory board.

Dutch law also provides for the nullification of fraudulent transfers, both inside and outside bankruptcy. If a voluntary act harms creditors and the company (and, in some cases, the counterparty) knew this, the act can be voided. In bankruptcy, the trustee must prove the fraudulent nature, relying on statutory presumptions.

A Dutch law security right terminates by operation of law if all secured liabilities are satisfied or discharged in full.

A Dutch law security right can also be terminated by means of a waiver (afstand) by the security beneficiary, in the understanding that the same formalities apply to such waiver as to the creation of the relevant security right (meaning that for a waiver of a right of pledge over shares, a notarial deed is required).

If the relevant security deed includes such right, a Dutch law security right can also be terminated by means of cancellation (opzegging).

The priority of security interests depends on the time the relevant security interest is created.

However, secured creditors may agree on the application of enforcement proceeds among themselves. Such agreements are usually contained in the intercreditor agreement, requiring the security agent to enforce the transaction security and distribute the enforcement proceeds to the various secured creditors by their ranking.

Usually, senior and junior lenders share a single security package, and junior claims are subordinated on a contractual basis.

Although subordination agreements are enforceable in the case of insolvency of the debtor, “subordination” does not have a defined meaning under Dutch law. A subordination agreement will be interpreted following the intentions of the parties, and its meaning is primarily determined by referring to the terms of the agreement.

Under Dutch law, the most material security interests that arise by operation of law and can prime a lender’s security interest are statutory preferential rights (voorrecht) and retention of title (eigendomsvoorbehoud).

Statutory preferential rights include, for example, the tax authorities’ right of priority for unpaid taxes and employees’ rights for unpaid wages. These preferential rights can rank ahead of a lender’s security interest, particularly in insolvency scenarios.

To structure around these preferential rights, lenders may:

• require borrowers to provide evidence of tax and wage payments;
• use blocked accounts to control cash flows; and
• include covenants in loan agreements to ensure ongoing compliance with statutory obligations.

Right of retention is a right of a creditor who has possession of a debtor’s asset and can retain it until payment of a claim relating to that asset is made. For example, a repairer of machinery may retain the machinery until it is paid for the repairs.

To structure around retention of title under Dutch law, lenders could take, among other things, the following measures:

• carefully review all contracts to identify any retention of title clauses; and
• include covenants in the finance documents obliging the borrower not to acquire goods under retention of title, or to notify the lender immediately if such goods are acquired; in such an event, the borrower could be under an obligation to obtain a waiver from such party.

A security interest under Dutch law, such as a right of mortgage or a right of pledge, may only be enforced upon the occurrence of a default (verzuim) in respect of the secured payment obligation. The enforcement process is governed by the Dutch Civil Code and the Dutch Code of Civil Procedure, with the specific route depending on the type of security and specific arrangements as agreed between the parties.

Mortgage Over Registered Assets

The standard enforcement of a mortgage over registered assets is through a public auction, following statutory procedures. Alternatively, a court-approved private sale may be requested if more efficient. Sale proceeds are used to repay the outstanding mortgage debt, accrued interest, and enforcement costs, with any surplus returned to the borrower or other entitled parties.

Pledge Over Registered Shares

Dutch law provides two main methods for enforcing a pledge over registered shares:

• Public Sale (Auction):
1. The default method is a public sale (veiling) of the pledged shares.
2. The sale must be announced in accordance with statutory requirements, typically through a public notice.
3. The sale is usually conducted by a civil law notary.
4. The proceeds are used to satisfy the secured obligations, with any surplus returned to the pledgor.
• Private Sale (Negotiated Sale):
1. A private sale is possible if the court grants permission or if all interested parties (including the pledgor and any other secured creditors) consent.
2. This method is often preferred for practical reasons, as it may achieve a better price and is less cumbersome than a public auction.

The transfer of shares must comply with the articles of association of the company and any applicable regulatory requirements. Restrictions on enforcement are typically removed before the pledge is granted.

Pledge Over Movable Assets

Generally, enforcement follows the same procedures as described above under a pledge over registered shares.

Pledge Over Receivables

Enforcement is typically by collection of the receivables, with the proceeds used to satisfy the secured debt. For a disclosed pledge, the debtor must be notified of the default and/or enforcement. For an undisclosed pledge, the existence of the pledge must first be notified to the debtor before enforcement. Once notified, the debtor can only discharge the receivables by paying the pledgee. Generally, enforcement follows the same procedures as described above under a pledge over registered shares.

Pledge Over Intellectual Property Rights

Generally, enforcement follows the same procedures as described above under a pledge over registered shares. However, certain intellectual property rights may be subject to specific statutory rules regarding enforcement, such as the Patents Act 1995 (Rijksoctrooiwet 1995).

Security Over Financial Collateral

The Collateral Directive (2002/47/EC) has been transposed into Dutch law, allowing security interests over securities (effecten), cash in bank accounts, and credit claims to be created through either a title transfer or a security financial collateral arrangement. There are no formalities required for establishing such security, except that the arrangement must be evidenced in writing (or an equivalent form) and the collateral must be delivered, transferred, held, registered, or otherwise designated so that it is under the possession or control of the party taking the security.

Choice of a Foreign Law as the Governing Law of the Contract

Dutch courts recognise the choice of foreign law to govern transaction agreements on the basis of Regulation (EC) No 593/2008 of the European Parliament and the Council of 7 June 2001 on the law applicable to contractual obligations (Rome I). Rome I enables parties to agree that a contract may be governed by the law chosen by the parties to that contract, irrespective of whether the chosen law is the law of an EU member state. The freedom to elect the governing law does not apply to collateral agreements creating security over, inter alia, shares in Dutch companies or partnership interests in Dutch partnerships or real estate situated in the Netherlands, as these must be governed by Dutch law. Collateral arrangements over Dutch law receivables are mostly governed by Dutch law, although, in a cross-border context, possibilities exist for other laws to govern these collateral arrangements.

Submission to a Foreign Jurisdiction

Provided certain conditions are met, Dutch courts will typically recognise and enforce a valid contractual agreement to submit disputes to the jurisdiction of a foreign court.

Waiver of Immunity

Under Dutch law, a Dutch legal entity cannot claim immunity from legal proceedings, enforcement, attachment or similar legal measures, either for itself or its assets. However, assets designated for public use (goederen bestemd voor de openbare dienst) are, by law, not subject to attachment.

Dutch courts recognise and enforce civil and commercial judgments from other EU member states in accordance with Regulation (EU) No 1215/2012 (Brussels I) and, in the case of uncontested claims, the European Enforcement Order Regulation. For certain non-EU countries – such as Switzerland, Norway, Iceland, Mexico, Singapore and Montenegro – judgments may be recognised if the relevant treaty conditions are fulfilled.

For judgments from countries without an applicable treaty, enforcement in the Netherlands generally requires re-litigation. However, Dutch courts may, under specific circumstances, issue a judgment that mirrors the foreign ruling. The extent to which this applies to default judgments remains unclear.

Arbitral awards are enforceable in the Netherlands if the award originates from a country that is a party to the 1958 New York Convention. Enforcement is subject to the Convention’s provisions and the relevant rules in the Dutch Code of Civil Procedure.

Foreign lenders are entitled to the same rights and remedies as domestic lenders when enforcing loan or security agreements.

When a Dutch insolvency process is commenced – such as bankruptcy (faillissement), suspension of payments (surseance van betaling), or a Dutch scheme (Wet Homologatie Onderhands Akkoord, WHOA) – the rights of lenders to enforce loans, security, or guarantees governed by Dutch law are significantly affected. The principal consequences are summarised below.

• Bankruptcy (Faillissement):
1. Automatic Stay – upon the declaration of bankruptcy, an automatic stay (moratorium) is imposed. This means that individual creditors, including secured lenders, are generally prohibited from enforcing their claims or security rights outside the bankruptcy process.
2. Secured Creditors – secured creditors (those with rights of pledge or mortgage) retain a degree of protection. They are, in principle, entitled to enforce their security rights as if bankruptcy had not occurred. However, the bankruptcy trustee (curator) may impose a reasonable waiting period (afkoelingsperiode) of up to two months (extendable), during which even secured creditors cannot enforce their security.
3. Unsecured Creditors – unsecured lenders must submit their claims in the bankruptcy estate and will be paid in accordance with the statutory order of priority, often receiving only a fraction of their claim.
4. Guarantees – the enforcement of Dutch law-governed guarantees is also subject to the stay. The guarantee claim must be submitted in the bankruptcy, and enforcement outside the process is generally not permitted.
• Suspension of Payments (Surseance van Betaling):

1. Moratorium – a suspension of payments grants the debtor temporary relief from payment obligations. Creditors cannot enforce claims or security during this period.
2. Secured Creditors – secured creditors are generally not affected by the moratorium and may enforce their security, unless the court orders a cooling-off period (afkoelingsperiode), which can temporarily restrict enforcement.
3. Unsecured Creditors – unsecured lenders are subject to the moratorium and cannot enforce their claims during the suspension.
• Dutch Scheme (WHOA)

1. Restructuring Plan – the court may grant a stay (afkoelingsperiode) of up to four months (extendable to eight months), during which creditors cannot enforce security or commence insolvency proceedings.
2. Secured Creditors – the stay can restrict enforcement of security, but secured creditors are generally entitled to at least the value they would receive in bankruptcy.
3. Guarantees – enforcement of guarantees may also be restricted during the stay.

Secured creditors are generally unaffected by bankruptcy and a secured claim is paid out of the enforcement proceeds of the security right (ie, not out of the bankruptcy estate).

A bankruptcy trustee will first pay “estate claims” and thereafter the pre-insolvency claims, being preferential claims (the majority of which tend to be held by the tax authorities and social security board) and unsecured claims.

Pre-insolvency creditors must submit their claims to the bankruptcy trustee. Payments to pre-insolvency creditors can only take place on a pro rata basis.

Estate claims are generally claims incurred by the bankruptcy trustee in performing their duties, which, just like insolvency costs, have priority over the unsecured (ordinary) and preferred claims against the debtor.

In principle, the bankruptcy trustee may make payments to estate creditors and critical vendors. Critical vendors, in the context of a bankruptcy, are creditors that have a strong position because the estate requires their services (for example, a supplier whose products or services are essential to continue the business).

In the Netherlands, the main insolvency procedures are bankruptcy (faillissement), suspension of payments (surseance van betaling), and the Dutch scheme (WHOA). The duration of these processes can vary significantly depending on the complexity of the case, the size of the company, the nature of its assets, and the level of co-operation from stakeholders.

• Bankruptcy (Faillissement) – this is the most common insolvency procedure. For straightforward cases, bankruptcy can be completed within approximately a year, especially if the company has few assets and creditors. However, for more complex cases involving significant assets, litigation, or disputes, the process can take several years, sometimes up to five years or more.

• Suspension of Payments (Surseance van Betaling) – this process is designed to give companies temporary relief from creditors to reorganise. If successful, it may last several months to a couple of years. If unsuccessful, it often leads to bankruptcy.

• Dutch Scheme (WHOA) – Introduced in 2021, the WHOA allows for restructuring outside formal bankruptcy. The process is designed to be swift, often taking a few months from initiation to court approval, provided there is sufficient agreement among the creditors.

In the Netherlands, there are several mechanisms available for companies facing financial distress that allow for rescue or reorganisation outside of formal insolvency proceedings. These procedures are designed to help companies restructure their debts, operations, or corporate structure without the stigma and consequences of formal bankruptcy (faillissement) or suspension of payments (surseance van betaling).

WHOA (Wet Homologatie Onderhands Akkoord) – The Dutch Scheme

The most significant development in recent years is the introduction of the WHOA, which came into effect on 1 January 2021. The WHOA provides a legal framework for companies to restructure their debts through a court-sanctioned private composition (agreement) with creditors and shareholders, without entering into formal insolvency proceedings. Its key features are:

• The debtor remains in control of the business (debtor-in-possession).
• The procedure can be initiated by the company or, in some cases, by creditors.
• The company can propose a restructuring plan to (some or all) creditors and shareholders.
• The plan can be made binding on dissenting creditors and shareholders if approved by the court (cram-down).
• The process is flexible and can be conducted publicly or privately.
• The company can request a temporary stay of enforcement actions (moratorium) during negotiations.

Out-of-Court Workouts

Informal out-of-court workouts were commonly used before the introduction of the WHOA, and remain common today. These are private negotiations between the company and its creditors to restructure debts or agree on new payment terms. Their key features include:

• No formal legal framework; based on voluntary agreement.
• Typically used for smaller companies or where there are only a few creditors.
• No court involvement, so no ability to bind dissenting creditors.
• Often facilitated by financial advisers or mediators.

When a Dutch borrower, security provider, or guarantor becomes insolvent, several risk areas arise for lenders. These risks stem from Dutch insolvency law, the practicalities of enforcement, and the potential for challenges to security interests or guarantees. Below is a detailed overview of the key risk areas.

Risk of Claw-Back (Actio Pauliana)

Dutch insolvency law allows an insolvency administrator (curator) to challenge and potentially unwind transactions that were prejudicial to creditors. This includes the granting of security or guarantees shortly before insolvency, especially if the lender was aware of the debtor’s financial difficulties. Transactions can be set aside if they were not at arm’s length or if they unfairly favoured one creditor over others.

Moratorium on Enforcement

Upon the opening of insolvency proceedings (faillissement), a general stay is imposed on enforcement actions. Lenders may be prevented from enforcing their security or guarantees, except in limited circumstances (eg, certain financial collateral arrangements). This can delay or reduce recoveries.

Ranking and Priority Issues

Secured creditors generally have priority over unsecured creditors, but certain claims (such as preferential claims for employee wages or tax authorities) may rank ahead of or pari passu with secured claims. The value of the secured assets may also be insufficient to cover the outstanding debt, especially after costs of the insolvency estate are deducted.

Limitations on Guarantees and Security

Guarantees and security provided by Dutch entities may be subject to limitations, such as corporate benefit, financial assistance, and ultra vires rules. If a guarantee or security is found to be outside the corporate purpose or not in the best interest of the company, it may be invalidated or limited in scope.

Set-off Restrictions

Set-off rights may be restricted in insolvency. While Dutch law generally allows set-off, there are exceptions, particularly if the claim and counterclaim did not exist before the insolvency or if the set-off would prejudice other creditors.

Practical Enforcement Challenges and Cross-Border Complications

Enforcing security over certain assets (such as shares, intellectual property or receivables) can be complex and time-consuming in Dutch insolvency. If the borrower, security provider, or guarantor has assets or operations outside the Netherlands, cross-border insolvency issues may arise, potentially complicating enforcement and recovery.

Over the past year, the Netherlands has continued to demonstrate robust activity in the project finance sector, maintaining its reputation as a leading European hub for innovative and large-scale infrastructure and energy projects. The Dutch market has been characterised by a strong pipeline of projects, underpinned by the country’s commitment to sustainability, energy transition, and modernisation of infrastructure.

The renewable energy sector continues to lead the way, fuelled by government targets for reducing carbon emissions and increasing clean energy production. There is also rising interest in green hydrogen and energy storage projects, which are becoming more prominent as part of the broader energy transition.

There are no specific regulations applicable to the project finance industry in the Netherlands. However, depending on the type of project, numerous specific laws and regulations may be applicable, including relating to the environment, mining and energy.

Overview

Public-private partnerships (PPPs) are a well-established and integral mechanism for delivering public infrastructure and services in the Netherlands. By leveraging private sector expertise, efficiency, and financing, PPPs have played a central role in the development of transport infrastructure (including roads, railways, bridges and tunnels), social infrastructure (such as government and public buildings), and, increasingly, energy projects. The Dutch PPP market is mature, with a strong tradition of collaboration between public authorities and private contractors.

Shift From Traditional to Innovative PPP Models

In recent years, the Dutch PPP landscape has undergone a significant transformation. While traditional models such as DBFMO (Design, Build, Finance, Maintain and Operate) contracts have long been the standard, there is now a clear shift towards more flexible and collaborative partnership models. This evolution is driven by several factors, including the need to address the vast task of replacing and renovating ageing infrastructure, a high volume of available work, and acute labour shortages in the construction sector.

Three innovative models have emerged at the forefront of this transition.

Serial Contracting (Seriematig Werken) is increasingly used to address the large-scale replacement and renovation of Dutch infrastructure with a value of EUR2.4 billion per year until 2030, up to EUR3.7 billion per year until 2080. Rather than tendering each project separately, public authorities and contractors enter into long-term relationships to deliver a series of similar projects – such as multiple bridges, locks, or overpasses – under a single framework. This approach enables standardisation, efficiency gains, and a joint, reduced risk profile. Both parties benefit from a more collaborative working relationship, learning and improving over the course of the series.

Two-Phase Contracts (Twee-Fasen Contract) divide the project into a preparatory phase and an execution phase. In the first phase, the client and contractor work together in an open-book, collaborative environment to develop the design, clarify the project scope, and identify and assess risks. This allows for joint exploration of solutions and the establishment of a realistic budget based on actual insights. Only after sufficient clarity is achieved do the parties proceed to the second phase, where the contractor executes the works under a more traditional contract structure. This model reduces the likelihood of disputes and unforeseen cost overruns, as uncertainties are addressed early and collaboratively.

Cost-Plus Contracts (Kost+ Contract) provide for reimbursement of actual costs incurred, plus an agreed-upon fee or margin. Unlike fixed-price contracts, this model reduces the contractor’s exposure to unforeseen risks and cost overruns. It requires a high degree of transparency and trust between the parties to jointly manage costs and project risks. Cost-plus contracts are particularly suitable for very large and high-risk projects that might otherwise be unattractive to market participants. A notable example is the renovation and partial replacement of the Van Brienenoord Bridge, with a project value of EUR1.5 to 2 billion.

Drivers of Change and Market Dynamics

The move towards these new PPP models is largely a response to current market conditions. With a high volume of available work and significant labour shortages, contractors are in a strong position to be selective about the projects they undertake. They increasingly prefer projects with a lower risk profile and avoid the extensive and rigid risk allocation typical of traditional DBFMO contracts. The new models deliberately shift towards a different or later allocation of risks, with risks more often shared between public and private parties or even assumed by the public authority. This collaborative approach to risk management is designed to make projects more attractive to contractors in a competitive labour market.

A key feature of these models is deferred price formation: rather than fixing the price at the tender stage, the final price is determined later in the process, once more information is available and risks are better understood. This has significant implications for project financing. Financiers tend to provide full funding only after project design, pricing and risk allocation are clarified, often offering limited support in the early phase. They may require additional guarantees or higher interest rates due to early uncertainties, with governments sometimes stepping in to facilitate early financing. As a result, financiers join projects later and more cautiously, while the government’s role in enabling early financing increases.

In summary, the Dutch PPP market is evolving away from traditional, rigid models towards more flexible, collaborative, and risk-sharing partnership structures. This evolution is driven by ample work opportunities, labour shortages, and the need for more attractive risk profiles for contractors. The new models are characterised by shared risk, greater transparency, and deferred pricing mechanisms, which together foster a more sustainable and efficient approach to public infrastructure delivery.

In practice, most project documents are governed by Dutch law. For electricity, gas, and the exploration and mining of minerals, specific statutory provisions and practices apply.

Electricity

Contracts pertaining to the supply of electricity or gas entered into with micro entity (maximum of 10 employees, and maximum annual turnover, or balance sheet of 2 EUR million) must be governed by Dutch law pursuant to the Electricity Act (Energiewet). The Dutch courts have exclusive jurisdiction to settle any disputes under these agreements. Any provision that stipulates otherwise is null and void. For connected parties larger than micro entities (which are most energy projects), electricity or gas transport agreements are to be entered into between a grid operator (Distribution System Operator or Transmission System Operator), which are pursuant to the grid operator’s terms always governed by Dutch law. Supply agreements are to be entered into with an energy supplier and are in practice also always governed by Dutch law.

Exploration Agreement

Unless the Minister of Climate and Green Growth determines otherwise, pursuant to the Mining Act (Mijnbouwwet) the holders of an exploration permit (opsporingsvergunning) and/or mining permit (winningsvergunning) are required to enter into an exploration agreement (winningsovereenkomst) and mining agreement (mijnbouwovereenkomst) respectively. The Mining Act stipulates that these agreements must be governed by Dutch law.

Under Dutch law, there are no restrictions on the ability of foreign entities to own or otherwise have real property or water rights relating to the project or of foreign lenders to hold or exercise remedial rights on liens on any such property.

When structuring a project company in the Netherlands, the choice of legal entity – most commonly a private limited liability company (BV) – is key, as it affects liability, governance, tax and regulatory obligations. Dutch corporate law, especially the Civil Code, governs these entities. While foreign investment is generally unrestricted, both domestic and foreign investors may face specific regulatory requirements under laws such as the Investment, Mergers and Acquisitions Security Screening Act (Wet Vifo), the Electricity Act, the Gas Act (to be replaced by the Energy Act in 2026), and the Telecommunications Act. These frameworks require mandatory pre-investment national security screenings for investments in vital providers, sensitive technology, critical IT and telecom infrastructure. The Energy Act imposes mandatory pre-investment screenings for certain energy-related acquisitions. The new Security Screening Defence-Related Industry Act, which will add further checks for defence-related investments, is expected to enter into force in 2027. Additionally, state aid rules and the EU Foreign Subsidies Regulation may apply, requiring notification of certain transactions.

Project financings in the Netherlands draw on a variety of funding sources:

• Large projects are typically funded by Dutch and international banks (syndicated loans), sometimes with support from export credit agencies or institutional investors (such as pension funds) through project bonds.
• Small projects are more likely to rely on local banks, private equity or alternative lenders.

The Dutch market sees banks as the main source, but institutional and alternative investors are increasingly active, especially for larger or renewable energy projects. The choice of financing depends on project size and sector.

A typical Dutch project finance structure involves senior debt, subordinated or mezzanine debt and sponsor equity. The financing is usually arranged through a special purpose vehicle (SPV), which owns the project assets and enters into all relevant project agreements. Security is taken over the SPV’s shares, assets, and project contracts, and cash flows are ring-fenced to service the debt.

The Netherlands ranks among Europe’s leading producers and exporters of natural gas, with the Groningen field recognised as one of the world’s largest onshore gas reserves. In 2018, the Dutch government announced that all natural gas extraction from the Groningen field would be phased out in the coming years. The Mining Act now stipulates that no more gas may be produced by the Groningen field. This decision was prompted by the adverse effects of gas extraction in the Groningen province, particularly the occurrence of earthquakes and the resulting damage to buildings.

To engage in the exploration or production of minerals, it is necessary to obtain an exploration or mining permits.

In the Netherlands, the Environment and Planning Act (Omgevingswet) is the central framework governing environmental, health, and safety regulations for projects. This act regulates permits and procedures for activities affecting the physical environment, including construction, demolition, spatial planning, and environmental impacts such as noise, air and soil pollution.

Environmental Plans and Permits

Each municipality maintains an environmental plan (zoning plan) that sets out rules for land use, construction and environmental quality (eg, soil standards and noise emission standards). Projects must comply with these plans, and any deviation requires a permit, which is assessed by the competent authority – typically the municipality.

Construction and Technical Requirements

Most construction projects require an environmental permit. Technical standards for buildings are detailed in the Structures Decree (Besluit bouwwerken leefomgeving), covering fire safety, health and sustainability. There is a general obligation for building owners and users to implement energy-saving measures with a payback period of up to five years. For certain large or special-use buildings, notification to the municipality is required for fire safety compliance.

Construction Site Safety

Worksite safety is governed by occupational health and safety legislation (Arbowetgeving), comprising the Working Conditions Act, Decree, and Regulation. The Dutch Labour Inspectorate monitors compliance, with powers to impose fines or halt unsafe work.

Nature Conservation and Protected Areas

Projects impacting protected areas (Natura 2000-gebieden) require specific permits, especially regarding nitrogen emissions, (for example from exhaust fumes), which are assessed using the AERIUS model. Both construction and operational phases can contribute to nitrogen deposition. If protected species are present, ecological protocols may restrict construction during sensitive periods.

Soil and Groundwater Quality

The Environment and Planning Act includes provisions to prevent and remediate soil contamination. Remediation may be required if contamination poses risks to health or nature.

Supervisory Authorities

Permitting and enforcement are usually municipal responsibilities, but for nature conservation, the province or a minister may be the competent authority.

Community Consultation

The Environment and Planning Act mandates procedures for community participation in project decision-making, though it does not prescribe specific methods. For projects like solar or wind parks, additional rules may encourage local ownership to boost acceptance.