News Update Financial Regulatory

The Ministry of Finance published the bill for the Act Implementing the Revised Consumer Credit Directive (Implementatiewet herziene richtlijn consumentenkrediet) for consultation. The bill pertains to the national implementation of Directive (EU) 2023/2225 on credit agreements for consumers (CCD II). This draft implementing Act serves to amend the Dutch Civil Code (DCC) and the Financial Supervision Act (Wet op het financieel toezicht, FSA). The consultation was opened on 15 April 2025, and interested parties had until 13 May 2025 to respond. Below, we discuss the most relevant aspects of the bill.

Key elements of the bill

• The bill removes a few exceptions from Article 1:20 FSA, under which specific forms of credit currently fall outside the FSA's scope. First, the exception for credit that is to be repaid within three months and for which only insignificant costs are charged will be eliminated. The exception for credit in the form of an overdraft facility that the consumer must clear within one month will also be scrapped. In addition, buy now, pay later (BNPL) services and deferred debit cards will be explicitly brought into the FSA's scope. Specifically, this means that BNPL, credit cards and bank overdraft facilities must also meet the statutory safeguards already applicable to other forms of credit. Providers of such products that do not yet have a licence within the meaning of Article 2:60 FSA must obtain one in good time. In addition, they must comply with various FSA rules of conduct.
  
  

• The bill introduces an obligation in Article 2:81 FSA for providers to report credit intermediaries to the Dutch Authority for the Financial Markets (AFM) if the credit intermediary in question is a large enterprise or a supplier of movable goods or services and also intermediates in the credit provider's BNPL services. The FSA and the Directive use different definitions of the concept "intermediate". The current FSA definition does not include the condition of remuneration in the form of money or financial consideration as a condition for intermediation. At present, the FSA definition must be interpreted such that if an intermediary obtains economic benefits from intermediation activities, even without receiving direct remuneration from the credit provider or consumer, this is also considered credit intermediation. This is important, because BNPL services can offer intermediaries benefits other than the normal commissions for credit intermediation. 
  
  

• Although it scraps the general exception for BNPL services, the bill adds two new exceptions to Article 1:20 FSA. As a result, deferred payments for SMEs will remain exempt from the FSA if (i) the supplier or provider of the good or service in question itself grants deferred payment (without the agency of a third party, unless the supplier of provider is a platform), (ii) no interest or costs are charged, except for limited costs for payment arrears, and (iii) payment must be made in full within 50 days. Large companies are subject to the same conditions, except that the payment term for remaining in the exception's scope is 14 days.
  
  

• The bill introduces a prohibition in Article 4:34b FSA against concluding credit agreements with minors, unless their legal representative has given permission. This exception does not apply to credit agreements in the form of deferred payment. Providers must have adequate processes in this regard to determine the consumer's age. 
  
  

• The bill amends Article 4:34 FSA by removing the requirement to perform a creditworthiness assessment when changes are made to the agreement that are aimed at helping consumers in payment difficulties, provided that these changes do not entail a substantial increase in the credit amount. The assessment is also supplemented with a new Article 4:34a FSA, which specifically introduces a few additional requirements that only apply to credit. The information necessary for the consumer's credit assessment must not be obtained from social networks. In addition, the provider generally cannot process special categories of personal data within the meaning of the General Data Protection Act (GDPR).
  
  

• The bill adds Article 4:35b FSA as a new article requiring all credit providers to identify consumers in payment difficulties early. This article also introduces an obligation for credit providers to refer consumers towards debt advisory services if the consumers actually experience difficulties in meeting their obligations under the credit agreement. 
  
  

• In Article 4:35c FSA, the bill introduces a specific prohibition for providers against accepting or requesting consideration or remuneration from consumers before a credit agreement is concluded.
  
  

• The bill entails various changes and additions to Title 2a of Book 7 DCC. For example, Article 7:57 DCC introduces new definitions, such as bundling and tying practices. Article 7:59 DCC now sets wider advertising rules for credit agreements with consumers, including adequate explanations of proposed credit agreements. The bill also amends the provision on overdraft facilities. The main amendment is the obligation for creditors to give consumers sufficient time to clear any drawdowns if the overdraft facility is reduced or cancelled, before collection or recovery proceedings are initiated.
  
  

• In addition, the cancellation right under Article 7:66 DCC is expanded. Consumers are now granted a longer period to cancel the agreement if they were not informed, or were only partially informed, about the contractual provisions and conditions of the credit agreement. The cancellation right is also connected to the cancellation period for linked agreements. Further, provisions are included prohibiting creditors, in principle, from terminating or modifying an agreement to the detriment of the consumer on the grounds that the assessment of creditworthiness was incorrectly conducted. Article 7:68a DCC introduces an obligation for creditors to refer consumers in financial difficulty to debt advisory services.
  
  

The Directive must be implemented in national legislation and regulations by 20 November 2025 and its provisions must take effect no later than 20 November 2026.

Regulation of private leases without purchase option

On 15 April 2025, the Ministry of Finance also published a consultation document proposing the regulation of private lease agreements without purchase option or purchase obligation in the FSA. These operating lease agreements currently fall within the FSA definition of credit, but are exempt from its effect because they qualify as rental agreements. The proposed implementing Act will bring private lease agreements with purchase option within the FSA's scope. This consultation document aims to gain insight into the question of whether consumers would benefit from FSA regulation of private lease agreements that do not include an option or obligation to buy. 

The popularity of private leases has grown strongly for various products in recent years, including cars, solar panels and household appliances. Despite the benefits of flexibility and convenience of service offered by operating lease agreements, supervisory authorities and politicians are worried about the associated long-term commitments and risks for consumers. Although operating lease agreements without purchase option are currently exempt from the FSA, they show many similarities with other forms of credit that are regulated. However, the FSA safeguards for regulated consumer credit do not apply to operating lease agreements. Examples include provisions on timely, transparent and honest information, thorough creditworthiness assessments, safeguards in the event of interim changes (including price changes) and a ban on tying practices. It was these concerns and the lack of consumer protection under operating leases that gave rise to the question whether operating leases should be brought within the FSA's scope. 

Another major point of concern are operating lease companies. Insofar as they only offer rental agreements, and do not need to comply with the FSA, they have no legal obligation to participate in the scheme of the Credit Registration Office (Bureau Krediet Registratie, BKR) or subject applications to BKR assessment. Their participation is voluntary. However, the Dutch Data Protection Authority (Dutch DPA) has concluded that parties' BKR participation is only permitted if they have a legal obligation to do so. According to the Dutch DPA, voluntary BKR participation conflicts with the GDPR and is incompatible with the necessity of data processing required by the GDPR. This actually means that voluntary BKR participation is no longer permitted, unless a statutory basis is created for operating leases, for example by bringing operating leases within the FSA's scope. Failing this, lease companies with the Private Lease Quality Mark (Keurmerk Private Lease) may lose their voluntary affiliation with the BKR and may no longer be able to assess consumer applications in advance. This is regarded as an important reason to consider regulating operating leases in the FSA, which would make BKR affiliation mandatory.

Preliminary proposal 

Making every agreement for the lease of movable goods subject to the FSA is not considered desirable. Therefore, the proposal is to regulate only operating lease agreements (i) with a term of more than six months, (ii) with a total contract value of EUR 1,000 or more, (iii) that include a penalty for early termination of EUR 500 or more, or (iv) that include a notice period of two months or more. The Ministry's proposals are aimed at strengthening consumer protection and creating a level playing field for all lease companies.

The outlined draft implementing Act and consultation regarding the regulation of operating leases without purchase option will have considerable implications for credit companies, BNPL service providers and operating lease providers. We will be pleased to help you further identify the consequences for your organisation. If you have any further questions, please do not hesitate to contact Berry van Wijk, Juan Vervuurt, Lisanne Haarman or Gijs Hamelijnck.