Private Offering Memorandum Template for the Netherlands

A Private Offering Memorandum (POM) is your essential legal document for raising private capital in the Netherlands without conducting a public securities offering. This comprehensive document enables you to present investment opportunities to qualified investors while complying with Dutch and EU securities regulations. Unlike public offerings that require extensive regulatory approval, private placements through a POM allow for more streamlined capital raising among sophisticated investors.

When do you need this document?

You need a Private Offering Memorandum when your company seeks to raise capital through private securities offerings in the Netherlands. This applies when you're offering equity stakes, debt instruments, or hybrid securities to institutional investors, high-net-worth individuals, or qualified investor groups. The document is particularly crucial when you want to benefit from prospectus exemptions under the EU Prospectus Regulation while maintaining professional standards of disclosure. You'll also need this when expanding internationally and seeking Dutch or EU-based investors for your private funding rounds.

Key legal considerations

Your Private Offering Memorandum must include comprehensive risk disclosures to protect both your company and investors from potential liability. You need to ensure all material information about your business, financial condition, and the securities being offered is accurately presented. The document should contain clear disclaimers about investment risks, liquidity limitations, and the speculative nature of the investment. You must also include provisions regarding confidentiality, as the memorandum contains sensitive business information that should only be shared with qualified recipients. Additionally, you need to address subscription procedures, investor qualification requirements, and any restrictions on transfer of the securities.

Legal requirements in Netherlands

Under the Dutch Financial Supervision Act (Wft), your Private Offering Memorandum must comply with specific exemption criteria to avoid prospectus requirements. You can only offer securities to fewer than 150 persons per EU member state, or to qualified investors as defined under Dutch law. Your memorandum must include clear statements about these limitations and ensure recipients understand the private nature of the offering. You must also comply with the EU Market Abuse Regulation (MAR) regarding inside information disclosure and ensure your document doesn't constitute market manipulation. If your offering involves alternative investment funds, additional compliance with the AIFMD may be required. The document should also address Dutch corporate law requirements under the Civil Code, particularly regarding shareholder rights and corporate governance matters that affect the investment structure.