Capital Markets & Trading in Netherlands

Key dates

2024-06-30

MiCAR provisions concerning asset-referenced tokens and e-money tokens became applicable.

2024-12-30

Most remaining MiCAR provisions, including the principal Title II framework for offers and admissions to trading of other crypto-assets and Title V CASP requirements, became applicable.

2026-11-06

The AFM published its warning and reminder concerning public crypto-asset offerings, memecoins, white papers and marketing communications.

Suggested considerations

• Compliance teams may wish to identify every token launched, distributed or promoted to EU users and document whether the activity is an issuance, public offer, admission to trading or a crypto-asset service under MiCAR.
• Firms should consider confirming that the issuer is a legal person and recording the basis on which any MiCAR exemption is relied upon, including the relevant investor-count or EUR 1,000,000 12-month threshold where applicable.
• Before marketing or distribution, firms should consider preparing, notifying and publishing the required MiCAR white paper and ensuring that its content follows the applicable regulatory technical standards and AFM submission expectations.
• Marketing, influencer activity, website content and social-media posts should be reviewed for fair, clear and non-misleading presentation, clear advertising identification, balanced risk disclosure and consistency with the white paper.
• Firms should consider retaining approval records, versions of promotional content, influencer instructions, audience and jurisdiction controls, and evidence supporting any exemption or risk classification.
• Trading platforms and CASPs may wish to assess onboarding and listing controls for tokens whose issuer, white paper, promotional claims or market-abuse risk indicators are unclear.
• Compliance teams should consider escalation procedures for exaggerated profit claims, undisclosed paid promotion, misleading statements about token utility or supply, and conduct suggesting fraud or market manipulation.
• Firms should consider checking whether the token is instead a financial instrument or an asset-referenced token or e-money token, in which case MiFID II or MiCAR Titles III or IV and their associated authorisation requirements may apply rather than, or in addition to, the ordinary Title II analysis.

What changed

The publication does not introduce a new regulation or effective date; it restates and foregrounds existing obligations under Regulation (EU) 2023/1114 on markets in crypto-assets (MiCAR). Under MiCAR Title II, a person intending to make a public offer of a crypto-asset other than an asset-referenced token or e-money token, or seeking its admission to trading, generally must be a legal person, draw up a crypto-asset white paper, notify it to the competent authority and publish it.

Key dates

2021-12-20

The AFM published its exploratory report on finfluencing, identifying unlicensed advice, risky recommendations, cooperation with unlicensed firms and customer-referral fees as key pitfalls.

2026-08-31

The Rotterdam District Court reduced the Van den Brink fine by €52,500 to €142,500, citing proportionality, delayed AFM action and breach of the reasonable-time requirement under Article 6 ECHR.

2026-11-05

The AFM published the enforcement update describing the original €195,000 fine and the court's final €142,500 outcome.

Suggested considerations

• Compliance teams should consider inventorying all finfluencer, affiliate, introducer and referral arrangements, including website links, discount codes, lead forms and onboarding assistance.
• Firms should consider verifying the AFM authorisation status of every investment-service provider, platform or asset manager promoted by employees, affiliates or contracted influencers before publication or referral activity begins.
• Investment firms should consider testing whether any payment is calculated by reference to the number of referred customers, account openings, onboarding progress, deposits or invested assets, as these features create heightened Dutch inducement and conduct risk.
• Firms should consider separating permitted advertising services from customer-introduction or onboarding activities and documenting why each arrangement does not involve unauthorised investment advice, portfolio management or participation in unlicensed services.
• Marketing and compliance teams may wish to review influencer scripts, direct messages, Q&A responses and customer-support practices for advice, personalised recommendations or operational assistance that exceeds passive advertising.
• Firms should consider collecting and retaining contracts, commission calculations, communications, approval records and evidence of licence checks so that the commercial purpose and control framework for each promotion can be demonstrated.
• Governance committees may wish to treat unusually high or asset-based referral commissions, including percentages of customer deposits, as escalation indicators requiring enhanced legal and compliance review.
• Firms should consider reviewing legacy arrangements in light of the AFM's 2021 finfluencer findings and subsequent enforcement against referral-fee models, including arrangements involving execution-only services.

What changed

This is an enforcement action rather than a new rule or general licensing amendment. The AFM treated Van den Brink's combined activities—promotion through social media and a website, investor introduction, assistance with registration, responses to investor questions and acting as a contact person—as participation in illegal asset management, not merely advertising. The AFM stated that Grinta Invest had no required licence and that Van den Brink received substantial referral remuneration, including 10% of investors' deposited capital; the remuneration was relevant to the original fine.

Key dates

2026-12-07 Deadline

First phased requirements under the amended RTS on settlement discipline and related ESMA guidelines apply to allocations and confirmations, including electronic, standardised and machine-readable communications, subject to the temporary technical disruption exception.

2027-07-01 Deadline

Additional phased requirements under the amended RTS on settlement discipline become applicable, as specified in the regulation’s transitional provisions.

2027-10-11 Deadline

Regulation (EU) 2025/2075 applies and the EU standard securities settlement cycle changes from T+2 to T+1; the final phase of related settlement-layer requirements also applies.

Suggested considerations

• Firms should map every affected transaction type, market, currency, venue, CSD, custodian, broker, client and outsourcing provider across the full trading and settlement ecosystem rather than assessing only internal readiness.
• Compliance and operations teams may wish to confirm whether allocations and confirmations can be completed on trade date and transmitted through electronic, standardised and machine-readable channels from 7 December 2026, including accurate place-of-settlement data where required.
• Firms should assess and test ISO or other applicable international messaging standards, matching platforms, standing settlement instruction governance, exception handling and the documented process for temporary technical disruptions.
• Firms should identify manual processing steps that cannot reliably operate within the shortened timetable and consider automation, straight-through processing, reconciliation, controls over data quality and resilient fallback arrangements.
• Firms should obtain implementation commitments and test plans from clients, brokers, custodians, CSD participants, CSDs, CCPs, vendors and outsourcing providers, with evidence of end-to-end testing and defect remediation.
• Firms should review liquidity, collateral, margin, FX funding, corporate-action, securities-lending, fund dealing and investment-operation processes for the reduced interval between trade and settlement.
• Firms should maintain a regulatory change plan covering the phased milestones on 7 December 2026, 1 July 2027 and 11 October 2027, with senior management oversight, documented risk acceptance and escalation of unresolved dependencies.

What changed

Regulation (EU) 2025/2075 amends Regulation (EU) No 909/2014 (CSDR) and provides for the EU settlement cycle to apply on a T+1 basis from 11 October 2027. Commission Delegated Regulation (EU) 2026/1536 amends the RTS on settlement discipline in Commission Delegated Regulation (EU) 2018/1229, with phased application beginning on 7 December 2026. From 7 December 2026, the allocation and confirmation process must use electronic, standardised communication channels and international messaging standards, with machine-readable communications required except during temporary technical disruptions.

Key dates

2026-10-13

ESMA published its European Common Enforcement Priorities for the 2026 annual financial reports of listed issuers.

2026-10-21

The AFM published its guidance identifying the ESMA priorities and continuing Dutch focus areas for 2026 reporting.

Suggested considerations

• Issuers should map the ESMA 2026 priorities against their 2026 IFRS financial statements, sustainability statement, annual report and ESEF package, documenting conclusions for each material issue.
• Finance and risk teams should assess how geopolitical developments affect assumptions, impairment testing, liquidity, going-concern assessments, provisions, commitments and other relevant IFRS disclosures, rather than relying only on generic risk-factor language.
• Companies undertaking restructurings or debt modifications should consider whether IAS 37 provisions, IFRS 9 derecognition or modification accounting, covenant effects, liquidity disclosures and related management judgments are complete and internally consistent.
• Sustainability reporting teams should retain evidence supporting the double materiality assessment and consider whether positive and negative impacts are presented with comparable granularity, including for ESRS E1 and ESRS S1 where relevant.
• Issuers should reconcile each material impact, risk and opportunity to the relevant policies, actions, targets and metrics, explain gaps where no policy, action or target exists, and ensure targets are measurable, time-bound and outcome-oriented.
• Reporting owners should perform a cross-document consistency review between the sustainability statement, management report, financial statements, risk disclosures and other parts of the annual report.
• ESEF specialists should validate the statement of changes in equity taxonomy selections, anchoring, sign conventions, extensions and completeness of tags, and should conduct technical validation before filing.
• Preparers should use the AFM’s cash-flow points of attention and self-assessment to test classification, non-cash transactions, reconciliation disclosures, consistency with the financial statements and clarity of significant judgments.

What changed

The AFM has stated that its 2026 supervisory work will focus on ESMA’s priorities for annual reports of issuers admitted to trading on EEA regulated markets. For IFRS financial statements, this covers geopolitical risks and uncertainties, restructuring provisions, and debt restructuring. For sustainability reporting under the ESRS, issuers should demonstrate a robust double materiality assessment and connected disclosures linking impacts, risks and opportunities with related policies, actions, targets and metrics, with market commentary indicating particular attention to balanced treatment of...

Key dates

2026-10-14

AFM publiceert de actualisering van het boetetoemetingsbeleid.

2026-10-15

Het Boetetoemetingsbeleid AFM 2026 treedt in werking en vervangt in beginsel het beleid van 2021, behoudens toepasselijke overgangsregimes.

Suggested considerations

• Compliance teams may wish to map each relevante overtreding tegen het toepasselijke wettelijke basisbedrag, de boetecategorie en het wettelijke omzetgerelateerde maximum onder de Wft, het Bbbfs en toepasselijke EU-regels.
• Grotere ondernemingen may wish to model exposure using three- to ten-times the applicable basisbedrag for potential zware zaken, followed by a documented proportionality assessment and review against the relevant percentage-of-turnover ceiling.
• Firms should consider strengthening evidence on remediation, cooperation, duration, limited impact, absence of recidive, financial position and any other mitigating circumstances, because the updated policy gives the AFM greater scope to move materially away from the basisbedrag.
• Boards and senior compliance owners may wish to review open investigations, pending enforcement matters and historic breaches to assess whether the 2026 policy or an applicable transitional regime is relevant.
• Legal and compliance teams may wish to verify the final AFM 2026 policy and its transitional provisions, particularly where the alleged conduct occurred before 15 October 2026 or where the applicable legal maximum has recently changed.
• Firms may wish to update enforcement-risk scenarios, management information and provisions to reflect that a lower basisbedrag is not necessarily a reliable proxy for the final penalty in a serious case.

What changed

Het beleid blijft gebaseerd op het bestaande stappenplan, maar verduidelijkt dat het wettelijke basisbedrag slechts een globaal uitgangspunt is. De ernst van de overtreding kan aanleiding geven tot een aanzienlijke verhoging of verlaging, waardoor de AFM meer ruimte krijgt voor vergaand maatwerk in lijn met recente jurisprudentie.

Key dates

2026-10-14

AFM publishes the policy on fines for deficiencies in MiFIR transaction reporting that firms fail to report voluntarily.

Suggested considerations

• Firms should compare their transaction-reporting incident procedures with the new AFM thresholds, while recognising that the AFM’s existing incident process can require notification before those thresholds are reached.
• Compliance teams may wish to establish documented escalation triggers for missing or late reports exceeding 100,000 transactions or 25% over at least two weeks, and for incomplete, inaccurate or incorrectly submitted reports exceeding 500,000 transactions or 50% over at least four weeks.
• Firms should consider treating the thresholds as minimum enforcement indicators rather than safe harbours, because the AFM separately expects firms to report significant incidents immediately and requires firms to decide reportability based on all available information.
• Transaction-reporting owners may wish to monitor rejected reports, failed resubmissions, invalid or missing LEIs, duplicate or unnecessary reports, and data-field errors, with evidence of detection dates, affected populations, root cause and remediation.
• Firms should consider retaining a defensible audit trail for incidents not reported to the AFM, including the issue scope, the reportability assessment, root-cause analysis, corrective controls and management approval.
• Where notification is required, firms should consider using the AFM incident form promptly rather than waiting for the investigation to finish, updating the AFM as facts develop and documenting any request for additional time.
• Senior management and compliance committees may wish to review recurring incidents and prior infringements because a second infringement within five years has a stated starting fine of €50,000, twice the first-infringement amount.
• Firms should consider validating their procedures against Article 26 of MiFIR, Article 15(2) of Delegated Regulation (EU) 2017/590 and the Dutch Wft framework, including the requirement to report transactions completely, accurately and no later than the end of the following working day.

What changed

The AFM has formalised when an unreported transaction-reporting deficiency will be treated as involving a substantial quantity of transactions. For missing or late reports, the threshold is more than 100,000 affected transactions or more than 25% of reportable transactions over a period of at least two weeks. For incomplete, inaccurate or incorrectly submitted reports, the threshold is more than 500,000 affected transactions or more than 50% of reportable transactions over a period of at least four weeks.

Key dates

2026-10-07

AFM and DNB published their joint policy statement and exploration on tokenisation of securities in the Netherlands.

2023-03-23

Applications became available under the EU DLT Pilot Regime as implemented and supervised in the Netherlands; this is relevant background for firms assessing DLT market-infrastructure models, not a new deadline arising from the AFM and DNB publication.

Suggested considerations

• Firms should classify each proposed tokenised instrument by its legal and regulatory characteristics, distinguishing securities or other MiFID II financial instruments from crypto-assets covered by MiCA and from non-financial crypto-assets.
• Compliance and legal teams may wish to document whether the proposed arrangement is native tokenisation or a hybrid model, identify which record constitutes the legally authoritative record, and assess the resulting title, transfer, custody, settlement and insolvency risks under Dutch law.
• Market infrastructures and investment firms considering a DLT model should assess whether Regulation (EU) 2022/858 and the Dutch DLT Pilot Regime are available, including the need for specific permission and the eligibility limits applicable to DLT financial instruments and operators.
• Firms should continue applying existing requirements, including MiFID II conduct and organisational rules, the Prospectus Regulation where applicable, Regulation (EU) No 596/2014 on market abuse, Regulation (EU) No 909/2014 on central securities depositories where applicable, and relevant custody, client-asset and investor-protection controls; the AFM and DNB statement does not disapply them.
• Issuers, custodians, trading venues and service providers may wish to participate in or monitor the proposed government-supervisor-market follow-up and prepare concrete use cases that identify where statutory clarification, contractual documentation or a Dutch legislative amendment would be needed.
• Firms operating cross-border should compare the Dutch position with jurisdictions that have introduced specific legal recognition for electronic or DLT-based securities, while avoiding reliance on another jurisdiction's legal treatment without confirming Dutch offering, custody, settlement and investor-protection implications.
• Governance functions may wish to update technology, legal, operational-resilience and outsourcing risk assessments to account for the possibility that infrastructure and issuance activity migrate to jurisdictions offering greater legal certainty.

What changed

No legislation, regulatory technical standard, authorisation requirement or immediate compliance deadline was introduced. AFM and DNB jointly identified a legal gap: although EU and Dutch law do not generally prohibit DLT, market participants are commonly forced to maintain both a DLT-based record and a traditional legal administration, creating uncertainty about the legal significance of the token and limiting efficiency gains.

Key dates

22 July 2026

– AFM/AMF joint press release and position paper “From design to delivery – five enablers for effective European supervision” published, formally articulating the five enablers for centralised EU‑level supervision under the MISP

TBD (MISP legislative timeline)

– Specific dates for adoption and phased implementation of the Market Integration and Supervision Package will follow the EU legislative process; firms should anticipate a multi‑year transition with key milestones likely aligned to ESMA governance and funding reforms and initial scopes of direct supervision

Suggested considerations

• Review and update the firm’s supervisory engagement strategy to include structured, proactive engagement with ESMA (not just NCAs), anticipating more direct interactions, thematic reviews, and data requests at EU level.
• Assess current risk‑assessment and risk‑reporting frameworks to ensure they are compatible with a risk‑based and adaptive supervisory approach, including the ability to demonstrate how your firm identifies, measures, and mitigates emerging risks and new business models.
• Conduct a gap analysis of data architecture and regulatory reporting, focusing on data quality, standardisation, and ability to feed into centralised EU data hubs; plan upgrades to systems, controls, and data governance to support ESMA‑level data centralisation.
• Prepare for potential changes in supervisory levies and funding, by modelling the impact of EU‑level ESMA fees in addition to national contributions and incorporating them into medium‑term budgeting and pricing strategies.
• Review governance arrangements, including board oversight, senior management responsibilities, and internal escalation processes, to ensure they can meet higher expectations of independent, transparent, and accountable governance under an ESMA‑centric model.

What changed

• - ESMA is explicitly positioned as the central supervisory authority for selected capital‑markets activities, with national competent authorities (NCAs) expected to operate within a more formalised...
• Supervisory objectives are reframed towards risk‑based and adaptive supervision, meaning firms should expect more differentiated supervisory intensity based on risk profile, business model, and...
• The paper supports proportionate and transparent funding for ESMA, indicating a future where firms may be subject to EU‑level supervisory levies or fee structures in addition to national regimes,...
• AFM and AMF call for independent, transparent, and accountable EU‑level supervisory governance, foreshadowing changes to ESMA’s decision‑making bodies, oversight processes, and accountability...
• Data centralisation is identified as a core enabler, implying a stronger move towards EU‑wide data hubs, harmonised reporting formats, and central access for ESMA to transaction, position, and...

Key dates

03 March 2026 Deadline

- Deadline for submitting consultation responses on the interpretation of Wta Articles 16 and 16b

15 June 2026

- AFM publishes the refined interpretation and feedback statement on Wta Articles 16 and 16b

Suggested considerations

• Audit firms must review their governance model to confirm that auditors genuinely hold a central position in both management and ownership decision-making.
• Audit firms must test whether their current structure gives auditors decisive influence in practice, not just on paper.
• Audit firms with external capital must review shareholder agreements, voting agreements, veto rights, and reserved matters to ensure these do not override auditor control.
• Audit firms must assess whether approval rights are limited to fundamental matters and do not extend to routine business control or editorial influence over audit judgments.
• Compliance teams must map who actually determines day-to-day policy and who can block or steer decisions in practice.

What changed

• - The AFM has refined its interpretation of Wta Articles 16 and 16b after receiving market feedback, while keeping the core principle that auditors must remain central and influential in the firm.
• The AFM now expressly states that auditors must have decisive influence within the audit firm, not merely formal status or nominal voting rights.
• The AFM confirms that the requirements also apply when an audit firm admits external investors, including private equity investors.
• The AFM indicates that it will look at the actual exercise of control, not just the legal form, when assessing compliance with the Wta.
• The AFM’s interpretation allows investor participation only so long as it does not prevent auditors from using their majority rights in practice or from acting in the public interest.

Key dates

12 November 2025

- AFM issues an instruction to Euronext Amsterdam for breach of CSDR Article 53(1) open access rules and sets a period for remediation

13 May 2026

- AFM publishes the instruction decision after it becomes irrevocable and confirms that Euronext has remediated by withdrawing the restrictive conditions and confirming continued and new access for CSDs

Suggested considerations

• Trading venues must review settlement models, CSD linkage arrangements and related policies to ensure that all conditions for CSD access to transaction feeds are non‑discriminatory, transparent, and fully aligned with Article 53(1) of CSDR.
• Compliance and legal teams must identify and remove any contractual or operational provisions that directly or indirectly favour a linked or in‑house CSD over independent or alternative CSDs in terms of access to transaction feeds.
• Trading venues must implement internal governance and change‑management controls to ensure that future settlement model changes, including the introduction of a preferred CSD, are subject to ex‑ante compliance review against CSDR open access obligations.
• Market infrastructure firms must establish documented criteria and procedures for handling CSD access requests, ensuring these criteria are objective, transparent, and applied consistently to linked and non‑linked CSDs.
• Compliance functions should conduct periodic audits of access arrangements, transaction feed connectivity, and any associated fees or technical requirements to confirm that no indirect barriers to CSD access exist.

What changed

• - Trading venues subject to CSDR must ensure that access for central securities depositories to transaction feeds is provided on a non‑discriminatory and transparent basis as required by Article...
• Conditions or criteria attached to the designation of an alternative CSD (other than a venue’s preferred or “linked” CSD) that have the effect of limiting access to transaction feeds are treated as a...
• AFM has clarified, through enforcement, that settlement model changes and associated contractual or operational conditions are within the scope of supervisory scrutiny for compliance with CSDR open...
• Euronext has withdrawn three announced conditions that restricted access for certain CSDs and has confirmed continued access for CSDs with existing connectivity to its transaction feeds.
• Euronext has also confirmed access for other CSDs that requested access to act as alternative CSDs, establishing a practical expectation that trading venues respond positively to reasonable access...

Key dates

July 2020

– Start of the period in which Arrowstreet’s incorrect calculation methodology led to systematically incorrect net short position notifications to AFM and underdisclosures to the public

November 2024

– End of the period during which Arrowstreet violated short selling rules through inaccurate notifications and disclosures of its net short positions in Just Eat Takeaway.com and Galapagos

20 April 2026

– AFM imposes an administrative fine of €297,000 on Arrowstreet Capital, LP for the systematic incorrect notifications and underdisclosures of net short positions

22 April 2026

– AFM publishes the enforcement notice stating that the case has been settled via a simplified procedure and is closed

Suggested considerations

• Review and document the firm’s methodology for calculating net short positions in EU‑listed shares, ensuring alignment with the EU Short Selling Regulation and AFM’s thresholds and definitions, including aggregation rules and treatment of derivatives.
• Perform a comprehensive back‑testing and reconciliation of historical and current net short position calculations against trade data, positions and corporate actions to identify any systemic discrepancies or underreporting risks.
• Implement or enhance controls that validate short position calculations prior to submission, including independent second‑line checks, exception reporting, and automated variance checks for large movements or threshold breaches.
• Map all AFM short selling notification and disclosure thresholds and timing requirements into the firm’s surveillance and reporting systems, ensuring automated alerts when positions reach, exceed or fall below relevant levels.
• Establish robust governance over short selling reporting, including clear ownership between trading, operations, risk and compliance, formal sign‑off procedures, and regular reporting to senior management on short‑selling compliance.

What changed

• - AFM has reaffirmed strict enforcement of notification and disclosure obligations for net short positions in shares admitted to trading on Euronext Amsterdam, including the expectation of accurate...
• The case confirms AFM’s interpretation that systematic underreporting (wrong figures in 101 notifications) and underdisclosure to the public (wrong figures in 85 cases) constitutes a material breach...
• AFM emphasises that net short positions must be notified promptly and accurately, and that disclosures above the public threshold are a key tool for market participants to understand negative...
• AFM demonstrates that self‑reporting, prompt correction, full cooperation and remediation can result in a reduced fine and simplified settlement, signalling a clear incentive structure for firms to...
• The publication reinforces that AFM will use the short selling register and underlying notifications to monitor for market abuse, market distortion and systemic risks, increasing scrutiny on firms...