Disclosure Statement Template for Netherlands

A Disclosure Statement lets companies and individuals share important information openly with stakeholders, investors, or regulatory bodies in the Netherlands. It spells out key facts about financial status, business risks, or material changes that others need to know before making decisions.

Under Dutch financial law, these statements play a crucial role in maintaining transparency, especially for listed companies and financial institutions. They protect both the disclosing party and recipients by creating a clear record of shared information, helping prevent misunderstandings and potential disputes. Common examples include investment prospectuses, annual reports, and declarations of significant shareholdings.

Use a Disclosure Statement when making significant changes to your Dutch business operations, launching new investment products, or sharing sensitive financial information with stakeholders. This document becomes essential during mergers, acquisitions, or when seeking new investors - especially if your company operates in regulated sectors like banking or insurance.

Timing matters: prepare your Disclosure Statement before major corporate events, quarterly earnings releases, or when AFM regulations require transparency about material changes. It's particularly important when dealing with insider information, substantial shareholding changes, or situations that could impact your company's market value or stakeholder interests.

• Financial Disclosure Statements: Required for listed companies on Euronext Amsterdam, detailing material financial information and market-sensitive updates
• Investment Disclosure Statements: Used by Dutch financial institutions to outline product risks, fees, and terms to potential investors
• Corporate Governance Disclosure Statements: Address compliance with the Dutch Corporate Governance Code, explaining company structure and policies
• Environmental Disclosure Statements: Detail environmental impact and sustainability measures, increasingly important under EU and Dutch regulations
• Related Party Disclosure Statements: Document business relationships and transactions between connected entities under Dutch company law

• Corporate Directors: Responsible for approving and signing Disclosure Statements, ensuring accuracy of company information released to stakeholders
• Financial Officers (CFOs): Prepare financial disclosures and verify accuracy of reported figures and material information
• Legal Counsel: Draft and review statements to ensure compliance with Dutch law and AFM regulations
• Compliance Officers: Monitor disclosure requirements and maintain documentation for regulatory purposes
• Investors and Shareholders: Rely on these statements for informed decision-making about investments and voting rights
• Regulatory Bodies: Review statements for compliance, particularly the AFM and DNB for financial sector oversight

• Gather Basic Information: Collect company details, registration numbers, and relevant financial data from reliable internal sources
• Identify Purpose: Define the specific reason for disclosure - financial update, corporate change, or regulatory requirement
• Review Regulations: Check current AFM guidelines and Dutch disclosure requirements for your industry sector
• Compile Documentation: Gather supporting evidence, financial statements, and relevant corporate records
• Draft Content: Use our platform's templates to ensure all mandatory elements are included correctly
• Internal Review: Have key stakeholders verify accuracy of information before finalizing
• Format Check: Ensure compliance with Dutch formatting requirements and plain language guidelines

• Company Information: Full legal name, registration number, registered office address, and authorized representatives
• Statement Purpose: Clear description of the disclosure's scope and intended audience
• Material Information: Detailed facts, figures, or changes being disclosed, with specific dates and context
• Risk Factors: Comprehensive list of relevant business, financial, or operational risks
• Legal Framework: Reference to applicable Dutch laws and regulations governing the disclosure
• Verification Statement: Declaration of information accuracy and completeness
• Signature Block: Names, titles, and signatures of authorized company representatives
• Date and Version: Clear indication of when the statement was prepared and version number

A Disclosure Statement differs significantly from a Non-Disclosure Agreement in both purpose and application under Dutch law. While both deal with information sharing, they serve opposite functions in business relationships.

• Direction of Information Flow: Disclosure Statements actively share information with stakeholders or regulators, while NDAs restrict information sharing between specific parties
• Legal Obligation: Disclosure Statements often fulfill regulatory requirements, particularly for listed companies, while NDAs are voluntary contractual arrangements
• Timing and Duration: Disclosure Statements capture information at a specific moment, while NDAs govern ongoing confidentiality obligations
• Enforcement Mechanism: Disclosure Statements face regulatory oversight and potential AFM penalties, while NDAs rely on contract law for enforcement
• Party Structure: Disclosure Statements typically involve one party informing many others, while NDAs create mutual or one-way confidentiality between specific parties