Investment firm licence (Vergunning beleggingsonderneming) under Wft Article 2:96 and MiFID II (Netherlands)

At a glance

What it lets you do

• Reception and transmission of orders
• Execution of orders on behalf of clients
• Dealing on own account
• Portfolio management
• Investment advice
• Underwriting or placing on a firm commitment basis
• Placing without a firm commitment
• Operating a multilateral trading facility (MTF)
• Operating an organised trading facility (OTF)
• Safekeeping and administration of financial instruments
• CFD and forex brokerage

• Reception and transmission of orders. Receiving client orders in financial instruments and passing them to another firm for execution.
• Execution of orders on behalf of clients. Concluding agreements to buy or sell financial instruments on behalf of clients.
• Dealing on own account. Trading financial instruments against proprietary capital, which includes acting as counterparty to client trades.
• Portfolio management. Managing client portfolios that include financial instruments on a discretionary, client-by-client basis.
• Investment advice. Giving personal recommendations to a client about one or more transactions in financial instruments.
• Underwriting or placing on a firm commitment basis. Guaranteeing the sale of an issue of financial instruments by committing to buy what is not sold to investors.
• Placing without a firm commitment. Placing financial instruments with investors on a best-efforts basis, without guaranteeing the sale.
• Operating a multilateral trading facility (MTF). Running a multilateral system, other than a regulated market, that matches third-party interests in financial instruments under non-discretionary rules.
• Operating an organised trading facility (OTF). Running a multilateral system for non-equity instruments where the operator exercises discretion over order execution.
• Safekeeping and administration of financial instruments. Holding financial instruments for clients and related services such as cash and collateral management, as an ancillary service.
• CFD and forex brokerage. Offering retail and professional clients contracts for difference and rolling spot forex, usually as dealing on own account or order execution.

Where it is valid

Cost

How long it takes

Statutory: 13 weeks from receipt of a complete application under Wft Article 1:102, extendable while the AFM requests supplementary information⁷. Observed: not published. The statutory clock usually starts only when the regulator treats the application as complete, and pauses while it waits for answers to its questions.

Buying a company that already holds it

Prior approval required. In the Netherlands' Twin Peaks supervisory architecture, change of control and qualifying holdings (gekwalificeerde deelnemingen) are strictly regulated. Any natural or legal person proposing to acquire, increase, or divest a qualifying holding, defined as a direct or indirect holding of at least 10%, 20%, 33% (or 30%), or 50% of voting rights or capital, or the ability to exercise significant influence/control, in an investment firm or fund manager governed by the Wft must obtain a prior Declaration of No Objection (Verklaring van geen bezwaar - VVGB) from De Nederlandsche Bank (DNB) under Wft Article 3:95, with DNB consulting the AFM on conduct-of-business aspects. For crypto-asset service providers (CASPs) under Regulation (EU) 2023/1114 (MiCA Article 83), proposed acquisitions of qualifying holdings require prior assessment and approval by the competent supervisor (AFM charges EUR 2,400 per assessment under Bbft 2019 code EU.D1.07). The statutory assessment period is 60 working days from written acknowledgement of receipt of a complete filing, interruptible once by up to 20 or 30 working days if additional information is required from the proposed acquirer.⁸

Laws behind it

• Directive 2014/65/EU on markets in financial instruments: Directive 2014/65/EU
• Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012: Regulation (EU) No 600/2014
• Alternative Investment Fund Managers Directive: Directive 2011/61/EU
• UCITS Directive: Directive 2009/65/EC