The Netherlands Implements EU Non-Performing Loan Directive
The Dutch Implementation Act on Credit Servicers and Credit Purchasers came into force on 18 July 2025 (the "Act"). The Act implements Directive (EU) 2021/2167 on credit servicers and credit purchasers (the "Directive"). The Directive (which is part of the EU's Action Plan to tackle non-performing loans ("NPLs")) regulates the sale, purchase and servicing of NPLs and aims to establish a competitive and transparent secondary market for NPLs by introducing a unified framework of rules for credit servicers and credit purchasers.
The Directive intends to create the appropriate environment for credit institutions in the EU to deal with the current build-up of NPLs on their balance sheets and to prevent accumulation thereof in the future. A main aim of the Directive is to improve the secondary market for NPLs, by among other things providing standards on the information to be provided to buyers and taking away impediments for non-credit institutions to purchase NPLs. European member states were required to implement the Directive by 29 December 2023. The Netherlands, like certain other member states, was late in implementing the Directive into Dutch law, with the implementation being formalised through the Act on 18 July 2025.
This blog addresses (i) the (practical) implications for credit institutions selling NPLs, credit purchasers and credit servicers, and (ii) the Dutch implementation of the Directive.
Implications of the Directive
The purpose of the Directive is stated to be to "foster the development of secondary markets for NPLs in the EU by removing impediments to, and laying down safeguards for, the transfer of NPLs by credit institutions to credit purchasers, while at the same time safeguarding borrowers’ rights".
To that end, the Directive imposes new obligations on the following three groups, for which the implications will be discussed below:
Credit institutions selling NPLs
Credit Purchasers (non-EU banks and non-bank purchasers)
Credit servicers (entities servicing NPLs on behalf of credit purchasers)
Ad 1. Credit institutions selling NPLs
The Directive imposes two new obligations on credit institutions selling NPLs:
Pre-sale disclosure (article 15(1) of the Directive); and
Post-sale reporting (article 15(2) of the Directive).
Firstly, the credit institutions must provide a prospective credit purchaser with the necessary information regarding a creditor’s rights under the NPL, and, if applicable, under any collateral. The information must be provided in detail and, in principle, by using the templates specified in the implementing technical standards ("ITS") developed by the European Banking Authority ("EBA"). The ITS were adopted by the European Commission on 26 September 2023. The pre-sale disclosure requirement, enables a prospective credit purchaser to conduct its own assessment of the value of the creditor’s rights under the NPL and the likelihood of recovery.
Secondly, credit institutions must report, on a bi-annual (or if required by the applicable competent authority, quarterly) basis, certain details of their sales of NPLs and/or a creditor's rights thereunder to their home state regulator and the competent authority in the host member state. The host member state is the member state in which a credit servicer has established a branch or provides credit servicing activities, and in any event, where the borrower is domiciled or its registered office is situated. The post-sale reporting should include information on the following:
the legal entity identifier of the credit purchaser or (if applicable) of its EU representative, or where such identifier does not exist information on the identity of the purchaser or certain connected persons, and the address of the credit purchaser or (if applicable) its EU representative;
the aggregate outstanding balance of the creditor’s rights under the transferred NPLs or of the NPLs themselves;
the number and size of the transferred NPLs and/or a creditor's rights thereunder; and
whether the transferred NPLs or the creditor’s rights thereunder are concluded with consumers and the types of collateral provided (if any),
which are referred to herein as the "Minimum Reportable Details".
The Directive requires the EU member states to adopt appropriate administrative (and/or criminal) penalties and remedial measures in the event that a credit institution fails to comply with the pre-sale disclosure and post-sale reporting requirements.
Ad 2. Credit purchasers
The Directive imposes five obligations on credit purchasers, which differ for EU credit purchasers and non-EU credit purchasers:
| Directive | EU credit purchaser | Non-EU credit purchaser |
Article 19 Representative | Not obliged to appoint an EU representative responsible for the performance of the obligations in the Directive. | Obliged to appoint an EU representative responsible for the performance of the obligations in the Directive. |
Article 17 Credit servicer | Only in case of NPLs, and/or a creditor's rights thereunder, concluded with consumers, obliged to appoint one of the following entities to perform credit servicing activities:
Member states may extend this obligation to other credit agreements in their implementing legislation . The Dutch legislator has, however, not opted to make use of this member state option. | The EU representative of the non-EU credit purchaser is obliged to appoint one of the following entities to perform credit servicing activities in respect of NPLs, and/or a creditor's rights thereunder, concluded with natural persons (including consumers and independent workers) and micro, small and medium-sized enterprises:
except where the representative itself is such entity. |
Article 18 Notification | Both are required to notify their member states' competent authority of the identity and address of the appointed abovementioned entity to service NPLs on their behalf. | |
Article 20 Information | Both are required when transferring NPLs to inform their member states' competent authority on a biannual basis (or if required by the relevant authority on quarterly basis) of the Minimum Reportable Details. | |
Article 10 Fair treatment and communications | Both are required in their relationships with borrowers to:
In addition, both are required to provide information (unless such information has to be provided by the person doing the servicing in accordance with the Directive instead) regarding the transfer (in advance of the first debt collection and whenever requested by the borrower). This information includes, among other things, the transfer, their identity, the identity and regulatory status of any credit servicer, amounts due by the borrower (broken down to capital, interest, fees and other permitted charges), their rights and details of the competent authorities and is further detailed in Article 10(2) of the Directive. All such information must be provided in language which is clear and understandable for the general public. | |
Ad 3. Credit servicers
The last category on which the Directive imposes new obligations are the credit servicers. Credit servicers are legal persons that, in the course of their business, manage and enforce the rights and obligations related to a creditor’s rights under an NPL, or to the NPL itself, on behalf of a credit purchaser, and carries out at least one or more credit servicing activities. These credit servicing activities consist of: (i) collections and recoveries, (ii) renegotiating terms and conditions related to a creditor’s right. (iii) administering complaints relating to a creditor’s rights and (iv) informing the borrower of any changes in interest rates or charges or of any payments due.
Any such credit servicer must obtain a licence from the competent authority in the home member state, unless they are an EU bank or certain other type of entity authorised or supervised in the EU.1
Please note in this regard that the Directive (and therefore the requirement to obtain a licence) does not apply to the servicing of a creditor’s rights carried out by an EU credit institution, an authorised alternative investment fund manager (AIFM) or UCITS management or investment company or certain other EU-supervised non-credit institution.
Dutch implementation
The Implementation Act on Credit Servicers and Credit Purchasers came into force on 18 July 2025.
The Directive required member states to establish implementation measures by 29 December 2023 and apply them from 30 December 2023. The directive allowed entities already performing credit servicing activities on December 30, 2023, to continue until June 29, 2024, or until receiving a license in accordance with the Directive, whichever was earlier. The delayed implementation has had limited consequences as a large part of credit servicing activities were previously unregulated. Since implementation, credit servicers of NPLs must now demonstrate compliance with comprehensive licensing conditions including:
Management fitness and propriety requirements (Articles 4:9, 4:10 Wft)
Reliability assessments for management and qualified shareholders
Integrity policies and adequate business operations
Proper complaint handling procedures
Legal personality requirements
The Act introduces three new categories of regulated entities:
Credit Servicers: Entities that service non-performing credit agreements, requiring AFM licensing and subject to comprehensive conduct rules.
Credit Purchasers: Professional purchasers of rights under non-performing credit agreement or the credit agreements themselves (currently, not subject to licensing (other than where they purchase rights or credit agreements with consumers) but regulated), including mandatory servicer appointment requirements for consumer non-performing credit agreements.
Credit Servicing Providers: Entities performing outsourced credit servicing activities on behalf of credit servicers.
The Act also introduces comprehensive forbearance requirements before initiating enforcement or foreclosure proceedings (incasso- of invorderingsprocedure) with regard to consumers, including:
a complete or partial refinancing of the credit agreement; and
amending of the terms of the credit agreement, including:
term extensions;
changing the type of credit agreement;
payment deferrals;
interest rate reductions;
offering payment holidays;
partial repayments;
currency changes; and
partial debt forgiveness and debt consolidated.
The Act mandates detailed notifications to consumers about contract modifications, including complaint procedures and competent authority details.
Furthermore, the Act establishes a comprehensive European passport system allowing EU credit servicers to operate in the Netherlands through branches or cross-border services after notification procedures and Dutch credit servicers to operate in other EU member states following AFM notification. Activities can commence immediately after AFM receives home supervisor notification, or two months after notification is sent.
Implications for the financial markets
Despite lobbying efforts, securitisations and the syndicated loan market were not excluded from the scope of the Directive, which may result in a significant impact of the Directive in the financial markets, even more than initially intended. In the Netherlands, for example, the licensing requirement for the servicing of non-performing business loans constitutes a substantial change for the Dutch market, as this market was mostly unregulated, except where it relates to consumer credit.
Facility agents and security agents would not typically consider themselves to be credit servicers within the ordinary meaning of the term, as they fulfil a more mechanical role. However, the Directive defines "credit servicing activities" in very broad terms, which could encompass functions these agents commonly perform in distressed or enforcement scenarios — such as recovering payments or renegotiating loan terms (albeit, normally solely on the instruction of the underlying creditors or instructing persons). As a result of the unclarity on this point, they may be required to obtain a licence to carry out such activities.
In the absence of further guidance from the European Commission or the European Banking Authority, non-EU entities may face increased difficulty in fulfilling these roles on loan transactions involving an EU bank. If the loan becomes non-performing and the EU bank’s exposure is transferred to a non-bank, any action taken in relation to the NPL which qualifies as credit servicing under the Directive would need to be conducted by a licensed EU credit servicer or an otherwise authorised EU entity.
The Act creates an entirely new regulatory framework for an industry that was previously largely unregulated, establishing licensing requirements, conduct rules, and supervisory oversight that align with broader EU objectives for banking union and financial stability.
Please reach out to the Stibbe team if you have any further questions.
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Article 4(1) of the Directive.
