Your token is a security
A token that gives a share in the capital and an income depending on the return qualifies as a security under the Wft. That puts your offering under the prospectus rules.
Run your own tokenized property offering in the Netherlands
Reach Dutch investors who want income from property without buying a building. A fractional offering gives them that at a ticket size they can write, and gives you a round filled by many instead of few.
Two questions shape a Dutch real estate raise
Dutch law treats a return-bearing token as a security. What changes the shape of your raise is the prospectus ceiling and whether you are issuing or running a fund.
Under 12 million euros: no prospectus
Offerings under 12 million euros over twelve months are exempt. The ceiling rose from 5 million on 5 June 2026, and the Netherlands chose not to keep the lower figure.
Exempt still means a filing
You notify the AFM in advance and give investors a standardised information document in the format the regulator prescribes.
Issuing or running a fund
If investors pool capital and you decide where it goes, you are running a collective investment scheme, and a separate regime applies to the manager under AIFMD.
How to start
1. Tell us about the property
What you own and what you want to raise. We say plainly whether this fits, including when it does not.
2. A Dutch lawyer joins
Our local partner explains the issuing and the fund route and what the AFM filing involves in each. You decide which one, and they prepare the structure and the filing that go with it.
The legal work and the launch run in parallel. In the Netherlands the AFM notification and the information document must be ready before the round can open, and that is what sets the pace.
Before you tokenize real estate in the Netherlands
Do I need a prospectus?
Not below 12 million euros over twelve months, but you do need to notify the AFM and prepare an information document in the prescribed format. Above that, a full approved prospectus, which passports across the EU.
What structure do Dutch raises usually use?
Bond issues against the property are common. Fund structures are used where the raise is genuinely collective. Which one you are in is the question above.
Am I running a fund?
If investors are pooling capital and you decide where it goes, probably yes, and a separate regime applies to the manager. This is the first thing to establish.
Does AFM approval mean the deal is safe?
No. The AFM checks that an offering memorandum is complete, consistent and comprehensible. It does not verify the contents, does not approve the securities, and says nothing about the offeror. Anyone presenting it as an endorsement is misreading it.
Last updated: 07-08-2026
The information on this page is for general informational purposes only and does not constitute legal, financial, investment, or tax advice.
Tokenizer.Estate provides a platform for real estate tokenization and connects you with licensed local partners, but we do not provide legal or regulatory guidance.
Please consult qualified professionals in your jurisdiction before making any investment or tokenization decisions.
Sources & References
- AFM. Autoriteit Financiële Markten
- Wet op het financieel toezicht, Wft
- EU Prospectus Regulation 2017/1129
- EU Listing Act. Regulation 2024/2809, threshold raised to €12m, applicable 5 June 2026
- AIFMD. Directive 2011/61/EU on alternative investment fund managers