# Payments and fintech: how governance actually works here
A licensed payment institution or e-money institution in the Netherlands carries a governance layer no ordinary trading company has: DNB and the AFM screen every policymaker and every qualifying shareholder before appointment, on top of the ordinary board and shareholder rules. This note is for a group that operates, or is about to operate, such an entity here.
Why this arises here
Payment and e-money institutions hold client money apart from their own balance sheet, and the regulators treat the people who control the entity as a proxy for the safety of that money. This is why governance controls reach through to the parent and to anyone acquiring a qualifying holding, not only to the entity's own board.
In a trading company or a professional firm, ownership changes and board appointments are matters for the shareholders alone, following the same statutory pattern as in governance in professional services. In this sector, the same events also need regulatory sign-off before they take effect, not after. That question sits inside corporate law and governance, not inside financial regulation alone: nothing here changes how Dutch law treats a board decision or a shareholder resolution once validly made.
The mechanics in short
Two authorities divide the work. DNB licenses and prudentially supervises payment institutions and e-money institutions; the AFM supervises conduct of business towards clients. Before appointment, a policymaker, meaning a board member or a relevant supervisory board member, is tested for expertise, integrity and time available for the role.
A person or entity acquiring a qualifying holding, a stake above the threshold set in the applicable rules, needs prior approval before completion, not registration after the fact. Where the acquirer sits behind several holding layers, the screening reaches up the chain to whoever ultimately controls the vote.
Client funds are typically safeguarded through segregation, a trust arrangement or a bank guarantee, rather than left as an unsecured claim on the institution's own balance sheet. Security taken over receivables connected to those funds follows the same rules on perfection as elsewhere in financial services asset perfection, with the added constraint that safeguarded client money cannot be pledged in the ordinary way.
The pattern specific to this sector
The situation that does not arise outside payments and fintech: a share transfer, a change of control, or an internal reorganisation moving the licensed entity under a different parent does not close until the regulator has cleared it. A completion that runs ahead of clearance can be unwound or sanctioned. Signing and completion cannot be simultaneous here, and the gap between them is set by the regulator's process, not by the parties.
Governance obligations also reach into the wider group. A parent holding a Dutch payment institution is expected to maintain a governance structure and risk function proportionate to the licensed activity, even where the parent itself holds no licence. A dispute about whether clearance was properly obtained is decided by a Dutch court, not by the regulator's own administrative track.
Directors who sit on the licensed entity's board while also serving group functions carry a sharper exposure than in an unregulated group. A shortfall in safeguarded client funds on an eventual failure is the kind of loss that can found a director liability claim for the resulting deficit, on broadly the same basis and cost profile as a trustee's liability claim for an estate deficit.
What to check
Before a transaction or reorganisation touching a Dutch payment or e-money institution, confirm three things. First, whether the change triggers a qualifying-holding notification. Second, whether any policymaker appointment needs prior testing rather than after-the-fact notice. Third, whether the safeguarding arrangement for client funds survives the transaction unchanged.
Where the group also operates through a branch or subsidiary elsewhere in the EU under the same licence, passporting notifications run on their own timetable. A structure map that also covers the group's own filings abroad, for example the position for a group with a branch in Spain, sits usefully alongside the Dutch review; see Spanish filing requirements for a structure report.
Who is screened, by whom
| Position or holding | Screened by | What is tested | Timing |
|---|---|---|---|
| Board member (policymaker) | DNB and AFM | Expertise, integrity, time available | Before taking office |
| Supervisory board member, if any | DNB and AFM | Suitability, independence from management | Before taking office |
| Qualifying shareholder | DNB | Integrity, financial soundness, group structure | Before completion of the acquisition |
| Ultimate controller behind a holding chain | DNB | Same test, applied up the chain | Before completion |
What this does not cover
- The licensing process itself: the application to DNB or the AFM to obtain a licence in the first place.
- Passporting mechanics between EU member states in detail.
- The specific safeguarding method a given institution has chosen; that follows from its own licence conditions.
- Tax treatment of a payment or e-money institution.
- Consumer-facing conduct rules that sit with the AFM rather than with governance of the entity.
Questions
Does a share transfer in a Dutch payment institution need regulatory approval before it completes?
Yes. Acquiring a qualifying holding above the applicable threshold needs prior approval from DNB before completion, not notification afterwards.
Are supervisory board members tested the same way as executive directors?
Both are tested for suitability and propriety before appointment, though the depth of the test differs by function and by the size of the institution.
Does the parent company of a licensed entity have its own governance duties?
The parent holds no licence of its own, but is expected to maintain a governance and risk structure proportionate to the licensed activity, and its own board can face scrutiny on that point.
About this note
Sanne de Wit, structures, holding and tax. This note covers the governance layer specific to payments and fintech entities in the Netherlands, as part of a wider corporate law and governance practice; it does not extend to licensing applications or tax.
Where a transaction or reorganisation touches a licensed payment or e-money institution, the starting point for the review is usually a structure report, which sets out the entity's governance layers, its holdings and its filing position before a timetable is fixed.
Last legal review: 2026-09-28