You may need a DNO if you intend to acquire, directly or indirectly, 10% or more of the shares, voting rights or equivalent control (a ‘qualifying holding’) in any of the following regulated entities:
- Credit institutions
- Clearing and settlement institutions
- UCITS managers
- Investment firms
- Underwriting entities
- Pension funds
- Insurance companies
- Payment institutions
- E-money institutions
DNOs are granted by the Dutch Central Bank (De Nederlandsche Bank; DNB). For credit institutions, the DNO must be granted by the European Central Bank (ECB). The acquisition of qualifying holdings in AIFMs is subject to similar but lighter screening by the Dutch Authority for the Financial Markets (AFM). For holdings in a financial service provider, such as an intermediary or a credit provider, an integrity screening is required for direct and indirect majority shareholders.
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Regulatory focus
In the DNO application procedure, DNB and the ECB focus on:
- The financial soundness of the acquiring entity
- The influence that the acquiring entity can exercise over the target entity
- Track record as a shareholder in the financial sector
- The impact of the holding on the financial soundness of the target institution
- The integrity and suitability of the management board of the acquiring entities
- The complexity and/or transparency of the holding structure
- Anti-money laundering (AML) considerations
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What we can do for you
Good preparation and a solid DNO package are key for expediting the process and obtaining a DNO promptly. Our Financial Law team has extensive experience in DNO applications. We have a deep understanding of the process and the approach required by the supervisory authorities. Our services encompass stand-alone applications as well as applications related to M&A transactions and licence applications.
We also assist our clients with:
- Analysing which entities or persons need a DNO in view of an acquisition or licence application
- Drafting and collecting the necessary documents
- Communicating with Dutch supervisory authorities on DNO applications and the process
