Netherlands: A Capital Markets: Securitisation Overview

Introduction

In recent years, the Dutch securitisation sector underwent notable changes, influenced by financial, economic, and regulatory factors, amidst evolving European regulations and global turmoil.

Financial and Economic Developments

According to statistical data published annually by the Dutch Central Bank (De Nederlandsche Bank; DNB), the Dutch securitisation market showed a clear recovery in 2024. For the first time since 2007, outstanding Dutch securitisations sold to investors grew substantially in 2024. After years of contraction, outstanding Dutch securitisations sold to investors increased by EUR3.1 billion (12%), reaching EUR29.2 billion in total. This net growth resulted from EUR7.8 billion in new issuances and EUR4.7 billion in repayments during 2024.

The increase is mainly driven by non-bank market parties that have entered the securitisation market in recent years. Most of these are financiers of so-called buy to let (rental) mortgages, consumer loans and car leases. As a result, securitisations related to these types of loans increased. However, banks also securitised more than in recent years. The majority of newly securitised loans in 2024 were residential mortgage loans, constituting the predominant underlying asset class in Dutch securitisations.

European Legal and Regulatory Developments

The legal and regulatory landscape of the securitisation sector in the Netherlands is largely shaped by European legislation. In this context, the European Commission in June 2025 published a legislative package proposing targeted amendments to the existing framework of the EU Securitisation Regulation. The review aims to revitalise the EU securitisation market by reducing undue issuance, reporting and prudential burdens, while maintaining core safeguards for transparency, investor protection and financial stability. Key elements include simplified due diligence requirements, reduced disclosure and reporting obligations, recalibrated capital and liquidity treatment for banks and insurers, and a clearer distinction between public and private securitisations. The proposed changes will materially affect Dutch securitisation practice once adopted.

Another significant development which will likely affect the Dutch securitisation sector is the introduction of the EU Green Bond Standards and the review of the sustainability requirements. These initiatives reflect the EU’s commitment to sustainable finance and its goal to align the financial sector with wider climate and sustainability objectives.

Legal and Regulatory Developments in the Netherlands

On a national level, there also are several developments that, while perhaps not primarily and directly aimed at the securitisation sector, will likely have a significant impact on it.

NPL Directive

The Netherlands implemented the EU Directive on credit servicers and credit purchasers (EU 2021/2167; the NPL Directive) in 2025, with the implementing legislation entering into force on 15 July 2025. The NPL Directive is aimed at further developing secondary markets for non‑performing bank loans and has significant implications for the securitisation of such loans. Although the NPL Directive includes measures to remove undue barriers to credit servicing and the transfer of bank loans to non‑bank entities (which was its original purpose), the EU legislative negotiations have also resulted in the introduction of additional formalities for the sale and transfer of non‑performing bank loans, including specific borrower notification requirements.

The NPL Directive also amends the Mortgage Credit Directive (2014/17/EU) by introducing a notification requirement for the transfer of performing consumer mortgage loan receivables, similar to the existing requirement under the Consumer Credit Directive (2008/48/EU). Such a notification requirement is at odds with the undisclosed assignment (stille cessie) commonly used in the Netherlands to transfer consumer loan receivables without notification (except in certain default scenarios). The notification requirement does not apply, however, where the original lender continues to service the loan on behalf of the securitisation SPV.

Transfer of receivables

The proposal for the Modernisation of Pledge and Assignment (Wet modernisering pandrecht en cessie) aims to update and simplify Dutch law on the transfer and pledging of receivables, which are core building blocks of securitisation and other structured finance transactions. One of its key objectives is to modernise the rules on assignment (cessie), including the introduction of more flexible mechanisms for transferring future and bulk receivables and a clearer statutory framework for undisclosed assignment.

For Dutch securitisation practice, these changes are particularly relevant, as the legal separation of receivables from the originator through a true sale assignment remains central to investor protection and bankruptcy remoteness. By reducing formalities and legal uncertainty around assignments and pledges, the proposal is expected to enhance legal certainty, operational efficiency and enforceability of receivables transfers. This may facilitate structuring, ongoing portfolio replenishments and refinancings, and could further strengthen the Netherlands’ position as a securitisation‑friendly jurisdiction.

Debt collection services

Another important legal development is the Act on the Quality of Debt Collection Services (Wet kwaliteit incassodienstverlening), which entered into force on 1 April 2024. The Act aims to further regulate the debt collection sector by strengthening debtor protection and improving the quality, transparency and professionalism of debt collection activities. Due to its broad statutory definitions, the scope of the Act extends beyond traditional debt collection agencies and will in many cases also apply to primary servicers of securitised debt portfolios involving natural persons as debtors.

Following the expiry of the transitional regime on 1 April 2025, all entities within scope must now fully comply with the Act. This includes mandatory registration with the supervisory authority and adherence to extensive organisational, conduct‑of‑business and quality requirements. Although the Act is not specifically aimed at securitisation transactions, it has a clear indirect impact on the Dutch securitisation market, particularly in transactions involving consumer loan portfolios and servicing structures.

Consumer protection and ex officio reviews

In recent years, Dutch courts have increasingly conducted ex officio reviews in consumer cases, particularly concerning consumer credit and mortgage loans. These reviews entail independent court assessments of compliance with European rules on unfair commercial practices, regardless of whether compliance was challenged by the parties. Dutch courts have examined lenders’ fulfilment of precontractual information requirements and the fairness of variable interest clauses. With the revised Consumer Credit Directive ((EU) 2023/2225), the creditworthiness assessment will also come into scope for ex officio review. Interestingly, Dutch court decisions on these issues do not always align with the rulings of the Dutch Financial Services Complaint Institute (Kifid), causing market uncertainty. However, as the Kifid stance on variable interest clauses has been informally endorsed by the Dutch Authority for the Financial Markets (AFM), many lenders have initiated compensation schemes. This heightened focus on fairness and transparency in consumer loans is expected to persist, influencing the securitisation sector’s practices and policies.

Tokenisation in Securitisation

A final notable development is the growing use of blockchain‑based securities and tokenisation, which is increasingly relevant for the securitisation market. Recent regulatory clarification, notably through the Markets in Crypto-assets Regulation ((EU) 2023/1114; MiCAR) and the EU DLT Pilot Regime, has provided greater legal certainty for tokenised instruments, while market practice has focused on tokenised bonds, private placements and real estate‑backed assets. As regulatory frameworks mature and pilot regimes are refined, tokenisation is expected to play a more meaningful role in securitisation and structured finance transactions.

Conclusion

The Dutch securitisation market is evolving amid financial, economic and regulatory change, driven by new legislation, EU initiatives and growing tokenisation, which together are reshaping structures, compliance expectations and future transaction models across the sector.