A mortgage REIT is a real-estate investment vehicle that earns its return mainly from mortgage loans, real-estate debt or mortgage-backed exposure, rather than from owning buildings directly. In the Netherlands, however, mortgage REIT is not a formal Dutch legal category in the way the term is often used in the United States. In practice, the closest Dutch equivalents are usually a debt-focused real-estate fund or investment vehicle set up through a BV, NV or FGR, potentially combined with the fiscale beleggingsinstelling regime in article 28 of the Wet op de vennootschapsbelasting 1969 or the vrijgestelde beleggingsinstelling regime in article 6a of the same act, or managed as an alternative investment fund under AIFM rules. That is the right starting point: in the Netherlands, the legal wrapper matters as much as the asset class.
The basic idea behind a mortgage REIT
The commercial logic is simple. A classic equity real-estate vehicle makes money from rent and capital appreciation on property it owns. A mortgage REIT makes money mainly from interest spreads, lending margins, loan fees and debt-related cash flows tied to real estate. In Dutch-market terms, that usually means a vehicle investing in mortgage receivables, senior real-estate debt, mezzanine loans, bridge finance or similar real-estate credit exposure. Since 1 January 2025 an FBI can no longer invest directly in Dutch real estate and keep the 0% rate, and the Dutch Tax Administration confirms that an FBI that does so loses the 0% rate and is taxed at the ordinary corporate rate, while indirect Dutch real-estate exposure and foreign real estate remain permitted. For a debt strategy the important detail is that the prohibition is not confined to bricks and mortar. Article 28(2)(a) now bars an FBI from investing both in Dutch situated immovable property within the meaning of article 17a of the act and in debt claims on a body that holds such property where the return on the claim is usually, in law or in fact, mainly connected with income from that Dutch property. A debt-focused strategy is therefore conceptually different from a direct bricks-and-mortar strategy, but it is not automatically outside the 2025 measure.
Why the Dutch market treats them differently from the US market
In the Netherlands, investors usually do not start with the label “mortgage REIT.” They start with four questions: what is the vehicle, what is the tax treatment, who is the manager, and does the structure fall within AIFM supervision? The supervisory question is asset-class neutral. The Wet op het financieel toezicht prohibits managing a Dutch investment institution, or offering participation rights in one, without an AFM licence, and it defines an investment institution by reference to the AIFM Directive rather than by what the fund happens to hold. Property strategies and debt strategies are caught on the same footing. On top of that, the revised AIFM and UCITS framework introduced by Directive (EU) 2024/927 has now landed in Dutch law, and it changes the position for any fund that lends.
So in the Dutch market, a mortgage-REIT-style strategy is usually analysed first as a fund-management and regulatory structure, and only then as a real-estate product.
The main Dutch structures used for mortgage-REIT-style strategies
The first route is a regular taxed BV or NV that holds real-estate debt assets directly. This is usually the cleanest route for private or closely controlled structures. The rate table in article 22 of the Wet op de vennootschapsbelasting 1969 sets the tax at 19% on the first €200,000 of the taxable amount and 25.8% above that threshold, which the Dutch Tax Administration repeats in its published corporate income tax rates for 2026.
The second route is the FBI regime. An FBI can be an NV, a BV or an FGR whose object and actual activity consist of investing assets, and the rate is set by article 9 of the Besluit beleggingsinstellingen, which puts the tax at nil percent of the taxable amount. The conditions are demanding and they bite on a debt fund in three places. Profit must be made available to shareholders no later than in the eighth month after the end of the year, and it must be spread equally over all shares and participation rights. There is a financing limit: borrowings secured on immovable property belonging to the vehicle are capped at sixty percent of the book value of that property, and all other debt is capped at twenty percent of the book value of the remaining investments, so a vehicle holding loans rather than buildings is working against the twenty percent limb and has very little room for leverage. And there are shareholder requirements that differ according to whether the vehicle is listed or licensed, ranging from a bar on any single individual holding a quarter or more, to a bar on any individual holding a substantial interest in the unlisted case. The 2025 change was made by the Wet aanpassing fiscale beleggingsinstelling of 20 December 2023, which took effect on 1 January 2025. Comparing the text as it stood in 2024 with the text in force today shows what was inserted: the prohibition on Dutch property and on real-estate-linked debt claims is new, and everything that was previously lettered a to f moved down. A debt-focused strategy can still be structurally relevant in an FBI context, provided the loans are not the kind of Dutch-property-linked claims that article 28(2)(a) now excludes and all the other conditions are satisfied.
The third route is the VBI regime. The Dutch Tax Administration states that the VBI can no longer be used to invest private wealth and is now limited to investment institutions and UCITS that offer participation rights to a broad public or to institutional investors, a change made by the Wet aanpassing fonds voor gemene rekening en vrijgestelde beleggingsinstelling with effect from 1 January 2025. The legal form has long been restricted to an NV or an FGR, and that part is not new. What matters far more for a mortgage strategy is the asset test, which has not changed and is easy to overlook: article 6a exempts only a vehicle that invests exclusively in financial instruments, a term the act ties to the definition in the Wet op het financieel toezicht, covering securities, money-market instruments, participation rights and derivatives, together with bank balances, and expressly excluding the things and rights described in article 17a. An ordinary mortgage receivable is not a financial instrument on that list. So the VBI is realistically available only where the exposure is taken through securities or notes rather than through loans held directly, and where the investor base and eligibility conditions actually fit. Where it does fit, the tax result is distinctive: the vehicle is exempt from corporate income tax, and article 1 of the Wet op de dividendbelasting 1965 exempts those entitled to the proceeds of shares in a VBI from dividend withholding tax. An FBI has no such relief and withholds at the 15% rate in article 5 of that act, which is the price of the 0% corporate rate.
How the vehicle actually makes money
A mortgage-REIT-style vehicle in the Netherlands usually raises capital from investors and then deploys that capital into a portfolio of real-estate loans or mortgage-related instruments. Its return therefore comes mainly from interest income and credit spreads, not from rent. In a simple model, the fund raises equity, may add leverage depending on the structure and regulatory constraints, and then acquires or originates loans secured directly or indirectly on real estate. The income profile can include coupon interest, arrangement fees, commitment fees, extension fees, prepayment economics and, in some strategies, enforcement or workout upside.
If the structure is operated as an AIF, the loan-origination rules now apply directly. The AFM has explained that the new European requirements for managers of funds that originate loans reach the characteristics of the loans that may be originated, credit risk management and internal processes, and that fund documentation, internal governance, investment policy and operational processes may all have to be adjusted. The 16 April 2026 date the AFM works from is the European transposition deadline rather than the Dutch commencement date. As set out below, the Dutch rules themselves entered into force at the end of May 2026, and that is the date that binds a vehicle established here. The same guidance makes a point that matters more for a mortgage vehicle than for most credit funds: offering credit to consumers, including mortgage credit, requires an additional licence, which is the separate authorisation to offer credit under article 2:60 of the Wet op het financieel toezicht. A fund lending to Dutch households is therefore looking at two permissions, not one.
The 2026 point that matters most: loan origination
This is the key current issue. If a Dutch mortgage-REIT-style fund is originating loans, and not merely buying existing receivables, the loan-origination framework is central, and it is no longer a future problem. Member States had until 16 April 2026 to transpose Directive (EU) 2024/927, and the Netherlands completed the exercise slightly late: the royal decree published as Staatsblad 2026, 121 brought the Wet implementatie gewijzigde AIFM-richtlijn en icbe-richtlijn into force on the day after its issue on 28 May 2026, with only the new reporting obligations deferred to 16 April 2027. The substance now sits in the Wet op het financieel toezicht itself. The act defines a loan-originating investment institution as one whose investment strategy mainly consists of granting loans, or whose loans granted have a notional value of at least fifty percent of the fund’s net asset value, which is a threshold a mortgage vehicle will usually cross without difficulty. Article 4:37f then requires the manager to comply with the loan-origination provisions of article 15 of the AIFM Directive, forbids an investment strategy aimed at originating loans for the sole purpose of selling them or the resulting exposures to third parties, and requires that participants cannot regularly redeem at the expense of the fund’s assets unless the manager can demonstrate to the AFM that its liquidity risk management system is compatible with its investment strategy and redemption policy. In other words, a loan-originating fund is closed-ended by default. The article 15 requirements it imports include retaining five percent of the notional value of each loan originated and later transferred, a cap of twenty percent of the fund’s capital on loans to any single borrower where that borrower is a financial undertaking or another fund, and leverage limits of 175% for an open-ended fund and 300% for a closed-ended one. Funds set up before 15 April 2024 get transitional relief until 16 April 2029 under article 4:37g, but they may not increase their notional lending or leverage above those limits in the meantime. That means a Dutch mortgage REIT cannot be analysed only as a tax or yield product. It is equally a regulatory design question, and the regulatory answer now constrains the capital structure.
A simple numerical example
Take a simplified example.
Assume an investment vehicle raises €50 million of investor equity and deploys it into Dutch and European real-estate debt. Assume the vehicle acquires or originates a portfolio of loans with a blended gross yield of 7.5%. That would generate €3.75 million of gross annual interest income. These are illustrative assumptions rather than market figures.
Now assume annual management, servicing, administration and operating costs of €750,000. That leaves €3.0 million before financing costs and tax.
If the structure is a regular taxed Dutch BV, the article 22 table gives 19% on the first €200,000 and 25.8% on the remainder, so €38,000 plus €722,400, or €760,400 in total. If the structure instead qualifies as an FBI, the corporate income tax rate is nil, but the profit has to leave the vehicle by the eighth month after year-end, the distribution carries 15% dividend withholding tax, the twenty percent financing limit leaves almost no room for leverage, and the loans themselves must stay clear of the Dutch-property-linked debt claims that article 28(2)(a) now excludes. If it qualifies as a VBI, there is no corporate income tax and no dividend withholding tax, but the vehicle must invest exclusively in financial instruments and must be offered to a broad public or to institutional investors, which rules out a fund holding mortgage receivables directly for a small group. The point of the example is not that one regime always wins, but that the same mortgage portfolio can look very different depending on the wrapper, and that the wrappers with the better headline rate are the ones with the tightest entry conditions.
So how do mortgage REITs work in the Netherlands?
In one sentence: in the Netherlands, a mortgage REIT usually works not as a statutory product label, but as a Dutch company or fund vehicle that invests in mortgage or real-estate debt, sits within a particular tax regime or ordinary-tax environment, and may fall within AIFM supervision if investor capital is pooled. That is the practical Dutch answer.
Which route is usually best?
If the goal is a private or tightly controlled real-estate debt platform, a regular taxed BV or NV is often the cleanest and most flexible route, and since 2025 it is the only one of the three that a closely held vehicle can use without difficulty.
If the goal is a collective investment strategy with regular distributions and all conditions can be met, the FBI may still be relevant, but not for the reason often given. It is not correct to say that the 2025 restriction is aimed at direct Dutch real estate and leaves debt untouched. It also reaches a debt claim on a body that holds Dutch immovable property, where the return on that claim is mainly connected with income from that property, and what survives is lending outside that description, together with foreign real-estate debt.
If the goal is a widely held or institutional collective structure investing through securities rather than through loans held directly, the VBI may be relevant in some cases.
And if the vehicle is originating loans, the framework in articles 4:37f and 4:37g of the Wet op het financieel toezicht has to be built into the design from the start, because it dictates whether the fund can be open-ended at all and how much leverage it can carry.
Final conclusion
Mortgage REITs in the Netherlands are best understood as real-estate debt investment structures, not as one standalone legal product. The Dutch market forces you to think in layers: vehicle, tax regime, investor base, regulatory status and loan-origination profile. Once those layers are aligned, the structure becomes much clearer.
This article is informational and does not constitute tax advice. Each engagement is subject to scope and applicable regulation.