Initial Coin Offering in the Netherlands

The Netherlands is known as one of the most innovative countries in the world which is why many startups activate in the high-tech sector here. Among them are also fintech startups which develop cryptocurrency or crowdfunding platforms, two of the most successful business models in the world. Recently, the issuance of new cryptocurrency has become one of the most popular ways of raising funds for startup companies in the Netherlands through a procedure called initial coin offering (ICO). Our Dutch representatives for setting up a company can offer more information on initial coin offering procedures applicable in this country.

What is an ICO?

Just like the initial public offering (IPO), the initial coin offering is a way of raising funds which implies trading newly-created cryptocurrencies instead of the usual stock. Compared to IPOs, Dutch ICOs do not imply professional investors or fund managers like in the case of investment funds, the offering being issued directly by the company which created the digital token or coin.

Also, under MiCA, offerors of crypto-assets must be legal persons.

Our company registration consultants in the Netherlands can offer more information related to the issuance of initial coin offerings.

How to set up an initial coin offering in the Netherlands

The first step to create an ICO in the Netherlands is to register a company with the Trade Registrar. Under MiCA, the offeror must be a legal person. The ICO can be issued once the digital token has been created.

Usually, it is fintech and IT companies that issue ICOs with the purpose of convincing investors to purchase the newly developed cryptocurrencies and thus gather funds for their future activities.

Foreign investors who want to open fintech companies with the purpose of issuing initial coin offerings in the Netherlands can set up their businesses in WestHolland, one of the most innovative business centers in the country.

Legislation applicable to ICOs in the Netherlands

Since 30 December 2024, offers of crypto-assets are governed by the EU MiCA Regulation (white paper notified to the AFM), however, there is financial legislation that can be extended to this area. Some of the most important rules are mentioned in:

• the Markets in Financial Instruments Directive (MiFID);
• the Alternative Investment Fund Manager Directive (AIFM).

Specifically, tokens issued by Dutch ICOs can be considered financial instruments, in accordance with the definition provided by the European Securities and Markets Authority (ESMA). Moreover, the Dutch Authority on Financial Markets and the Central Bank adhered to the same standards as ESMA.

To be regulated as financial instruments, ICOs can:

• attract public funds;
• offer securities or issue other financial instruments;
• provide investment services or advice;
• carry out payment services.

If you are interested in starting a business in the Netherlands with the purpose of undertaking ICO activities, our local specialists can help you.

We also have an infographic on ICOs:

Types of tokens that can be used by ICOs in the Netherlands

Here are some of the most common types of tokens in the Netherlands:

• utility tokens that can be used to digitally access applications or services;
• security or asset tokens that can be used to issue rights attached to them, such as the right to derive profits from the company they were purchased from;
• payment tokens that can be used to pay for goods or services.

From a financial instruments stance, such tokens can take the following forms:

• company shares;
• debentures;
• units in collective investment funds.

You can rely on our company registration agents in the Netherlands for the creation of an ICO.

Documents required to launch an ICO in the Netherlands

The list of documents to set up a Dutch ICO is not extensive and on it are the following:

• details about the company launching the tokens;
• a whitepaper, which is the document describing the features, the uses, and the benefits attached to the token, as well as how it will be marketed;
• information about the platform where the ICO will be marketed (a website is required in this case);
• other additional information, as requested by the Financial Supervisory Authority.

Please note that in certain cases, financial licenses may be required. The decision is made by the Financial Supervisory Department on a case-by-case basis.

Here is also a video on this subject:

The Netherlands in the EU fintech landscape

Here is some interesting data on fintech businesses in the EU and how the Netherlands performed:

• at the level of 2024, there were 90 payment institution and e-money institution licenses issued in the entire EU;
• the Netherlands issued 5 fintech licenses last year;
• the Netherlands’ best performance was between 2022 and 2024, when 27 permits were issued.

For assistance in creating a company with the purpose of issuing an ICO, please contact our company formation agents in the Netherlands.