Buy-side acquisition · Netherlands
Buy a CASP in the Netherlands — MiCA-authorised crypto licence via the AFM
Acquirers seeking a Dutch crypto-asset service provider authorisation can buy an existing CASP rather than file a fresh dossier with the AFM. Cadena Brokers represents acquirers only on Netherlands MiCA-CASP and converting-VASP targets. Buy-side mandates, no listings.
Why the Netherlands now
The AFM was first out of the gate on MiCAR authorisations
The Netherlands is one of two EU jurisdictions (Germany being the other) where MiCAR-CASP authorisations issued in volume during the regulation’s first month of full application. The Authority for the Financial Markets (AFM) granted the opening cohort, BitStaete, MoonPay Netherlands, Hidden Road and Zebedee, on or near 30 December 2024, and the register has continued to populate through 2025 and into 2026. The Mastercard-Zerohash transaction announced in 2026, with Zerohash’s Dutch CASP authorisation as the regulatory anchor, set the visible precedent for what a premium acquisition of a Netherlands MiCA licence looks like at scale.
The acquirer-relevant point is structural. The Dutch crypto register that DNB ran from 2020 under the anti-money-laundering act sat at roughly thirty registered firms when MiCAR took effect, and the national Implementation Act (Uitvoeringswet verordening cryptoactiva) compressed the transitional regime to 1 July 2025. Targets in the conversion file therefore split into three cohorts: those already AFM-authorised under MiCAR, those that filed in time and are mid-application, and those whose Wwft registration simply lapsed because no CASP file landed by the deadline. The cohort a target sits in is the most important variable in pricing it, and the cohort population is small enough that mandates tend to compete for the same names.
Scope
What a Netherlands CASP authorisation actually permits
Authorisation is granted under Article 63 of MiCAR and covers the Title V services chosen at application: custody and administration of crypto-assets on behalf of clients, operation of a trading platform for crypto-assets, the two exchange services (crypto for funds; crypto for crypto), execution of orders, placing of crypto-assets, reception and transmission of orders, advice on crypto-assets, portfolio management of crypto-assets, and transfer services. The AFM authorisation specifies the subset the entity may provide; widening the scope post-issuance is filed as an amendment under the same article. EU passporting, on simple notification, follows automatically once authorisation is granted.
Statutory minimum capital follows MiCAR’s three classes set out in Annex IV: EUR 50,000 for class 1 (advice, reception/transmission, execution, placing, transfer), EUR 125,000 for class 2 (class 1 plus the two exchange services and portfolio management), and EUR 150,000 for class 3 (custody and operation of a trading platform). Article 70 of MiCAR requires segregation of clients’ crypto-assets and clients’ funds at a credit institution or central bank. Dutch corporate income tax is 19% on the first EUR 200,000 of taxable profit and 25.8% above that threshold; there is no separate municipal business tax, which gives the Netherlands a flatter effective rate than Luxembourg or Germany at scale.
Change of control
The qualifying-holding file under Article 42 MiCAR sits with the AFM, with DNB on prudential
A share-purchase that crosses 10%, 20%, 30% or 50% of voting rights or capital in a Dutch CASP triggers prior notification under Article 42 of MiCAR. The AFM is the assessing authority for the conduct file; De Nederlandsche Bank (DNB) handles the prudential side (capital adequacy, governance fitness, financial soundness). The dossier addresses the proposed acquirer’s reputational standing, financial soundness, source of funds, the fit-and-proper of incoming directors and key function holders, AML risk profile, and the post-acquisition business plan. Commission Delegated Regulation (EU) 2025/414 fixes the detailed information set the file must contain. The notification can be opened on a signed term sheet, so the AFM and DNB clocks can run alongside SPA negotiation rather than after it.
The Dutch quirk worth pricing in: the AFM’s authorisation backlog has been visible. Wholesale-banking lawyers writing on the implementation act flagged “long processing times” as the live operational risk on the regulator side. For acquirers this cuts both ways. A scratch-build CASP application competes for AFM bandwidth with the rest of the conversion queue; a change-of-control file on an already-authorised entity sidesteps the queue because the entity itself is already supervised. The qualifying-holding declaration (the Dutch verklaring van geen bezwaar concept that pre-dates MiCAR and now sits inside the Article 42 framework) is procedurally narrower than a fresh authorisation.
Mandate scope
What we broker on Netherlands CASP mandates
Cadena represents acquirers only. Targets typically fall into one of three profiles: an AFM-authorised CASP with live banking and a clean AML record; a transitional Wwft registrant with a CASP application filed under the Implementation Act regime, where the value sits in the application file and the conversion timeline; and a Dutch credit institution, investment firm or EMI relying on the Article 60 simple-notification right for a defined service set. Each profile prices differently and runs a different diligence sequence.
On the diligence side, the gates that decide whether a Dutch CASP transaction closes are: banking continuity at the target’s existing credit institution (ABN AMRO, ING, Rabobank or a Dutch branch of a foreign bank), the AML programme’s ability to absorb the acquirer’s client base under the AFM’s conduct supervision and DNB’s Wwft expectations, the fit-and-proper standing of the day-to-day policymakers being retained, IT and cyber-resilience under DORA (which applies to MiCAR-authorised entities from 17 January 2025), and a clean travel-rule implementation for transfers above EUR 1,000. We work the file end-to-end with Dutch counsel and the AFM/DNB qualifying-holding desk; we do not list targets and we do not run sell-side processes.
Process
From mandate to closing
The Cadena buy-side mandate runs in four phases: scoping, target identification, diligence, and execution. Dutch CASP transactions add a fifth: the Article 42 qualifying-holding clearance, which can run in parallel with SPA negotiation once a term sheet is signed. Expedited closings are the norm where the target is already AFM-authorised and the acquirer’s governance file is clean; conversion-Wwft targets close on a longer arc tied to the underlying authorisation timetable. See the acquisition process page for the full step-by-step.
Why Cadena
Three things that matter on Dutch CASP files
- Buy-side discipline. We carry no inventory and run no auctions. Our incentive aligns with the acquirer’s price, not with closing any particular target.
- AFM- and DNB-process literacy. The split-supervision model (conduct on one desk, prudential on the other) shapes how the qualifying-holding file is structured. We plan to it from day one.
- Banking-continuity testing. A Dutch CASP that loses its credit-institution relationship loses Article 70 segregation compliance. We diligence the banking arrangements before the SPA, not after.
FAQ
Acquirer questions on Netherlands CASP transactions
Can I buy a CASP licence in the Netherlands?
Yes. A Dutch CASP authorisation is held by a legal entity, and the entity is acquirable through a share purchase. The AFM must approve the change of control under Article 42 of MiCAR before the transaction completes, with DNB consulted on the prudential side. That is the gating condition rather than any prohibition on buying. Cadena represents acquirers identifying AFM-authorised CASPs and converting-Wwft targets that are sale-receptive.
Are there Netherlands CASP licences for sale right now?
The market is thin and competitive. The Netherlands sits among the leading EU jurisdictions by authorised-CASP count, alongside Germany, but most authorised entities are not sale-receptive — Coinbase, MoonPay, Hidden Road and Bitvavo are operating, not exiting. The active deal flow sits in the converting-Wwft cohort and in the Article 60 notification path via Dutch EMIs and investment firms. Brief us on your specifics and we will tell you what is genuinely in the file rather than what the listing sites claim.
How does buying a MiCA licence in the Netherlands compare with applying directly?
A direct AFM application from scratch typically runs longer than a year on the Article 62 timeline once the file is complete, and the AFM’s published timelines have been under pressure from the volume of conversion files. Acquiring an existing CASP delivers the authorisation and the operational base (banking, AML programme, day-to-day policymakers) together, with the change-of-control assessment running in parallel with the SPA. The cost difference is real; the time difference is usually decisive.
What is the Dutch MiCA licence for sale market actually like?
It is two sub-markets. The first is the small set of fully AFM-authorised CASPs, which trade rarely and at premium multiples. Mastercard’s announced acquisition of Zerohash, with the Dutch CASP authorisation as the regulatory spine, is the visible 2026 reference point. The second is the converting-Wwft cohort, where value depends on the maturity of the CASP application file, the strength of the AML programme, and how clean the existing banking relationship is. Cadena maps both and represents acquirers only.
Who supervises a Dutch CASP day-to-day?
The Authority for the Financial Markets (AFM) handles authorisation and conduct supervision. De Nederlandsche Bank (DNB) handles prudential supervision (capital adequacy, governance, financial soundness) and remains the AML/CFT supervisor under the Wwft. The split-supervision posture is the same one applied to Dutch credit institutions and investment firms, and acquirers familiar with that two-desk model have the right mental map for how a CASP file is run.
Can a Dutch EMI or investment firm provide CASP services without full authorisation?
Article 60 of MiCAR allows certain regulated entities (credit institutions, investment firms, electronic money institutions, UCITS managers, AIFMs and a small set of others) to provide a defined subset of crypto-asset services on simple notification to the AFM, rather than on full CASP authorisation. The notified entity is constrained to the service set its existing authorisation already supports. Acquirers sometimes prefer the notification route via a Dutch EMI or investment firm target where the planned service set is narrow.
Open a Netherlands mandate
Acquirers brief us; we run the file
Tell us the service set, the deal envelope and your governance picture. We will tell you what is realistic in the Dutch CASP cohort and where to look first.
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