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Open a SPV in the Netherlands

Open a SPV in the Netherlands

The special purpose vehicle, or SPV, is a type of legal entity that enables investors to pool money to participate in various financial transactions. It is possible to open a SPV in the Netherlands by incorporating one of the legal forms available under the Company Act.

Below, our local consultants explain the main requirements to create an SPV company in the Netherlands. You can rely on us for support in starting a business in the Netherlands to use for this purpose.

Legal forms available for opening a Dutch SPV company

The main legal entities under which local and foreign investors can set up SPV companies in the Netherlands are:

The registration for each of them must be completed with the Trade Register in accordance with the requirements of the Company Law. You can rely on our company formation agents in the Netherlands for details on all types of structures available for special purpose vehicles.

How to register a SPV in the Netherlands

The main conditions to open an SPV in the Netherlands are:

  • to have a legal address in the Netherlands;
  • to secure the minimum share capital requirement (if this condition applies);
  • to obtain a license with the Dutch National Bank (DNB).

Dutch SPVs must be incorporated with the Trade Register followed by registration with the DNB.

The procedure is not complicated and can be handled by on our company registration consultants in the Netherlands.

A securitization vehicle in accordance with the DNB

A Dutch securitization or special purpose vehicle is an entity that, in connection with a securitization transaction, either legally or financially assumes ownership of the assets or issues securities, securitization fund units, other debt instruments, and/or financial derivatives. On the other hand, the vehicle issues credit risk, insurance risks, and/or assets. The main advantage of using a Dutch SPV is that it is not liable for the risks of defaulting and/or bankruptcy.

At the moment, one of the best legal forms to use to open a SPV company is the Dutch foundation, if you are considering the main tax aspects. This entity is not subject to the corporate tax when created for securitization purposes.

If you are interested in setting up a business in the Netherlands for securitization purposes, do not hesitate to address our agents for guidance.

Types of securitizations available if you open a SPV in the Netherlands

Securitization activities are divided into:

  • traditional;
  • synthetic;
  • insurance-related operations.

In the Netherlands, securitizations can take the following forms in terms of underlying assets:

  • auto leases;
  • consumer loans;
  • buy-to-let Residential Mortgage-Backed Securities (RMBS);
  • owner-occupied RMBS,
  • Commercial Mortgage-Backed Securities (CMBS);
  • trade receivables.

If you want to establish a SPV company in the Netherlands, it is best to discuss specific terms with our local specialists who have experience in such matters.

How long does it take to open a Dutch SPV?

The usual time frame for registering a SPV company in the Netherlands is approximately 5 business days. Following that, a resident SPV must use the appropriate registration form to notify DNB of its existence within a week of opening for operation.

We remind you that we are at your service with complete support in opening a company in the Netherlands, including an SPV.

The Dutch securitization market

In 2022, the securitization market registered a slight decrease, as:

  • there were only 12 transactions concluded;
  • by comparison, in 2021, there were 13 similar transactions;
  • the total volume of the transactions was EUR 3,511 billion.

For support in opening a SPV in the Netherlands, please contact us.