# Payments and fintech: what the register shows the world
A Dutch payment institution or electronic money institution sits in three registers at once: the trade register, the UBO register, and the supervisory register held by De Nederlandsche Bank (the Dutch central bank) or, for a narrower set of activities, the Autoriteit Financiële Markten (the Dutch markets regulator). Only the third is specific to this sector, because it records the licence, the passporting status, and the agents through whom the business actually trades.
Why this arises here
Most sectors file once, with the trade register, and the filing is administrative: incorporation, directors, a registered address. A payments or fintech business files with a prudential regulator as well, because the activity itself, holding client funds, issuing electronic money, or executing payment orders, is licensed rather than merely permitted. The licence is the asset that carries the value. Without it, the contracts the business signs are exposed, whatever the trade register says about the entity behind them.
Who controls the entity that holds the licence, and whether that control can be verified from outside, is at bottom a corporate law and governance question, because the licence attaches to the legal person, not to the individuals running it on a given day. The regulator's register lists the licence and its scope, so a reader can see whether an institution is permitted to issue e-money or only to execute payments. It also lists the agents and distributors appointed to act for the institution, because under the applicable Dutch rules an agent may not start operating before its entry is made. That entry duty has no equivalent for a distributor of any other kind of product.
The mechanics in short
A licensed institution appears in the regulator's register with its licence scope, its passporting status if it operates cross-border under the EU framework, and, where relevant, the agents it has appointed. A firm passporting into the Netherlands from another member state is entered as a branch or as a cross-border notification, not as a separately licensed entity, and the underlying licence stays with the home regulator. The two supervisory registers, the central bank's and the markets regulator's, do not overlap for the same activity: a payment order sits under one framework, an investment instrument under the other.
Safeguarding of client funds is not itself a filing, but it leaves a trace in one: the segregation or guarantee arrangement is disclosed in the licence file the regulator holds, and a dispute over its adequacy is one of the few situations where a counterparty has real standing to ask the regulator directly what the arrangement is.
Where an agent's authority is disputed, for example where an institution claims an agent was never validly appointed or kept trading after termination, the question of what the register showed at the relevant moment becomes central to a dispute over an agent's authority to bind a payment institution. That is decided quickly, before a Dutch court, precisely because the agent keeps trading while the dispute runs.
The pattern specific to payments and fintech
The contract pattern here is the agency or distribution agreement between the licensed institution and the party that actually faces the merchant or the consumer, paired with a segregation arrangement for client funds held between the payment moment and settlement. Neither element appears in a comparable form in what the register shows for a professional-services entity, where the filing question is ownership and control, not licence scope and agent status. Two entities can look identical on the trade register, a Dutch BV with one shareholder and two directors, and carry entirely different exposure once one of them holds a payment licence and three appointed agents.
The situation that arises only here: an entity can hold a valid trade register entry and a clean UBO record and still be unable to trade lawfully, because its licence has been suspended or its passporting notice withdrawn while the company filings remain unchanged. A trade register extract taken in isolation will not show that. The regulator's register is the only place it appears, and it is a distinct document from anything the trade register produces.
What to check
Check the licence scope against what the counterparty actually does, not against what its name suggests: a name containing "pay" is not evidence of a payment licence. Check whether an agent or distributor named in a contract is entered against the institution it claims to represent, and as of what date. Check the passporting status where the counterparty is not Dutch-licensed but claims to operate lawfully in the Netherlands under a licence held elsewhere in the EU. None of these three checks is available from the trade register on its own.
Which register shows what
| Register | Held by | What it shows for this sector |
|---|---|---|
| Trade register | The Chamber of Commerce | Incorporation, directors, registered address |
| UBO register | The Chamber of Commerce | Ultimate beneficial owners above the applicable threshold |
| Supervisory register | The central bank or the markets regulator | Licence, scope, passporting status, appointed agents |
What this does not cover
- Whether an agent's authority has actually ended in practice, as opposed to whether the entry has been updated.
- The adequacy of a segregation arrangement, only that one is disclosed to exist.
- A licence application still in progress, as opposed to a licence already granted, suspended or withdrawn.
- Crypto-asset service providers, who sit under a separate register and a separate framework.
Questions
Does a licensed payment institution still file with the trade register?
Yes. The licence sits with the supervisory register; incorporation, directors and the UBO record still sit with the trade register, and both must be checked together to see the whole position under Dutch law.
Is an unregistered agent's contract automatically void?
No. That is a question of authority and apparent authority under Dutch law, not answered by the register entry on its own; the register shows what was disclosed, not what a court will ultimately hold.
Does passporting remove the need for any Dutch entry?
No. A passported institution still receives a Dutch entry, as a branch or as a notification, so the scope of what it may lawfully do in the Netherlands is recorded and can be checked.
Author
Sanne de Wit, structures, holding and tax. Sanne works on how a Dutch corporate structure holds up once licensing, filings and disputes are read together, and reviewed this page for the corporate practice.
Closing
Where a counterparty's licence, agent entries or passporting status need to be established rather than assumed, a structure report sets out what the relevant registers show for a given entity, delivered as one fixed document. For the wider governance picture behind a Dutch filing, see the corporate filings and governance practice. Related reading: director and officer records in a Spanish structure report and objections to a trustee's liability claim for the estate deficit.
Last legal review: 2026-09-28