In the Netherlands, it is legally required to have an AFM licence when investments are offered. However, this licence is not required if an exemption applies. This exemption applies, for example, to investment objects with a value higher than € 100.000.
When you decide to issue tokens via our platform, we make sure that you are in compliance with the applicable legal framework.
Parties offering securities such as shares or bonds are required to make an approved prospectus available. This obligation also applies to the admission of securities to trading on a regulated market such as Euronext Amsterdam. In the Netherlands, the AFM is the competent authority that approves prospectuses. The AFM checks whether a prospectus is comprehensible and consistent and whether it contains all the information that is material for investors to make an informed investment decision, in particular regarding the financial position and prospects of the issuer and the conditions of the securities.
If you do not require a licence, your product offerings of investment objects, advertisements and other documents promoting such product offerings (proposals for example) have to include the exemption notice, in order to make it clear that you do not have a licence from the AFM.
Exceptions to the obligation to publish a prospectus
Not in all situations in which securities are offered to the public or admitted to trading on a regulated market the publication of an approved prospectus is mandatory. Article 1 of the Prospectus Regulation sets out the circumstances under which an offer or admission to trading of securities does not require the publication of a prospectus.
Exceptions with respect to offers
In certain cases, publication of an approved prospectus is not mandatory for an offer of securities to the public. These cases are listed in Article 1(4) of the Prospectus Regulation. For example, an approved prospectus is not required in the following situations:
- offers addressed solely to qualified investors
- Offers of securities addressed to fewer than 150 natural or legal persons per Member State, other than qualified investors
- offers whose denomination per unit amounts to at least €100,000
- offers addressed to investors who acquire securities for a total consideration of at least € 100.000 per investor
- offers with a total consideration of less than €5 million. This exemption is subject to conditions. Further details are given below.
To determine whether the publication of a prospectus is mandatory, please read the Prospectus Regulation. We recommend you to engage professional legal advice.
€5 million exemption
If you plan to offer securities for a total offer consideration of less than € 5 million, you may be exempt from the obligation to publish a prospectus.
Under Article 3 of the Prospectus Regulation, an offer in the European Union involving a total consideration of less than € 8 million calculated over a period of 12 months is exempt from the obligation to publish a prospectus. Because the various financial markets within the European Union vary in size, the Member States are empowered to determine the threshold for application of this exemption in their national legislation. In the Netherlands, this threshold is set at EUR 5 million.
This means that for this exemption to be applicable, the total consideration of the offers of all entities belonging to the group over a period of 12 months may not exceed EUR 5 million. This exemption is subject to several conditions. First, you must notify the offer to the AFM in advance. Additionally, you must draft an information document for investors. Furthermore, in advertisements, among others, you are required to include a prescribed statement of exemption.
Duty to notify and duty to inform
Offers below the € 5 million exemption threshold must be notified to the AFM in advance. You are also obliged to provide an information document to investors. The information document assists investors in making a better assessment of the costs, risks and return of the investment. This information document must be filled out in accordance with Annex A to the Exemption Regulation Wft (Vrijstellingsregeling Wft; in Dutch). The information document must be provided to the AFM at the time of notification of the offer.
Do you wish to make a notification? Submit your notification via a special notification form (in Dutch). The format of the information document is provided on the side. Please read the instructions before filling out the information document. Also read the AFM Q&A on the exemption scheme first, which includes a list of the required information (under the heading ‘How and what exactly do you have to notify?’).
Statement of exemption
When an offer of securities falls under the € 5 million exemption, a statement of exemption must be included. This statement of exemption consists of a sentence and a symbol.
Our KYC/AML policies (on anti-money laundering, sanctions, and anti-bribery and corruption) aim to ensure that we and our clients (the investment platforms we facilitate) comply with all relevant legislation. Furthermore, our policies aim at identifying and mitigating risks that might endanger our aim to comply with these legislations.
Before being accepted as an investor in any investment opportunity facilitated via us, a KYC-verification will take place.
Offers of securities with a total consideration of less than € 5 million must be notified in advance to the AFM. The offerer must also make the Information Document available to investors. The Information Document contains information on the costs, risks and return of the investment. The form of the Information Document is prescribed by law and is the same for each exempted investment. The Information Document and the investment have not been reviewed by the AFM. It remains an exempt investment that is not subject to supervision by the AFM.