The Wtta: the new Netherlands staffing licence.What it means when you buy a Dutch staffing agency.
From 1 January 2027 every Dutch staffing agency needs a licence under the Wtta, the new Dutch licensing law. Many must also lodge a deposit of EUR 100,000 per company. So when you buy a Dutch staffing agency, the Wtta decides what you get: a business that can keep trading, or a licence problem you inherit. Here is what changes, which dates matter and what to check before you sign.
What changes with the Wtta.
The Wtta (Wet toelating terbeschikkingstelling van arbeidskrachten) takes effect on 1 January 2027. In plain terms: supplying workers to clients in the Netherlands becomes a licensed activity. Every agency that supplies workers needs a Dutch staffing licence.
What that means for you as a buyer:
- Clients will check the licence. From 1 January 2028 clients may only work with agencies that hold a licence or a dispensation (ontheffing), or that fall under the transitional arrangement. The Dutch Labour Inspectorate (Nederlandse Arbeidsinspectie) can impose fines. So a licence is a condition for keeping the business.
- One authority, one register. The Nederlandse Autoriteit Uitleenmarkt (NAU) supervises the licence. Agencies register and apply through toelatinguitleenmarkt.nl. A public register goes live on 1 July 2027.
- Every lending company counts. Each Dutch bv (private limited company) that supplies workers needs its own licence. A group with two lending bvs needs two licences.
- A Wtta deposit of EUR 100,000. Each of those bvs lodges a deposit of EUR 100,000. It earns no interest. The company gets it back once it has complied with the rules for four years.
- A licence is not forever. It runs for four years, and the agency needs a new inspection report every year.
For a large group, the deposit is a nuisance. For a smaller agency that pre-finances wages every week, it is EUR 100,000 that stops working. Either way, it belongs in your deal model.
The deposit exemption: history you cannot build later.
There is one way around the deposit. A bv is exempt if it meets three conditions:
- Four years on the register. On 31 December 2026 it has been on the KvK register for four uninterrupted years. The KvK (Kamer van Koophandel) is the Dutch trade register. Supplying workers must be a registered business activity.
- Four years of actual lending. It really supplied workers during that whole period. Being registered is not enough.
- A clean tax record. It holds a payment behaviour statement (verklaring betalingsgedrag) from the Dutch tax authority (Belastingdienst) that is no older than three months when it applies.
The exemption applies to the first application. The history behind it cannot be built after 2026. A bv that starts today will never qualify. The group of companies that can qualify is fixed on 31 December 2026 and can only shrink after that.
That is why the Wtta matters in M&A. Buy a qualifying agency, and you buy a company that can be licensed without tying up EUR 100,000 for four years. Buy one that does not qualify, and the deposit comes on top of the price.
One point buyers often miss: the exemption belongs to the bv that lends, not to its owner. Your own Dutch companies do not become exempt because you bought one that is.
Timeline: the calendar decides what you buy.
- 1 November to 31 December 2026
Agencies register for the transitional arrangement. They log in with eHerkenning level 3, the Dutch digital login for companies. If you sign before year end, make the target's registration a condition in the purchase agreement.
- 31 December 2026
The reference date for the exemption. The four years of registration and lending are counted back from this day.
- 1 January 2027
The Wtta takes effect.
- 1 May to 30 June 2027
Agencies apply for the licence, with the exemption if they qualify. A valid SNA quality mark on 30 June 2027 replaces the inspection report in the first application. The SNA mark (Stichting Normering Arbeid) is based on the NEN 4400-1 and NEN 4400-2 standards. The NAU still advises agencies with that mark to register for the transitional arrangement.
- 1 July 2027
The public register goes live. From then on, anyone can check an agency's status.
- 1 January 2028
Clients may only work with licensed agencies, agencies with a dispensation, or agencies under the transitional arrangement. The Dutch Labour Inspectorate can fine.
A buy-side process takes 4 to 9 months on average. If you want to close before the application window opens, the time to start is now.
Due diligence checklist for the Wtta.
Next to the usual financial, tax and legal review, check these points for every lending bv in the target:
- Which companies lend. List every bv that supplies workers. Each one needs its own licence and its own deposit or exemption.
- The KvK registration. Is supplying workers registered as a business activity? Since when? Without interruption up to 31 December 2026?
- Proof of actual lending. Evidence for every year of the period, such as invoices and payroll tax returns.
- The tax record. A recent payment behaviour statement from the Belastingdienst, and whether any arrears, payment plans or disputes are open.
- The transitional arrangement. Confirmation that the bv registered between 1 November and 31 December 2026, and who holds its eHerkenning level 3.
- The SNA quality mark. Whether the bv holds a valid NEN 4400-1 or NEN 4400-2 mark, and whether it will still be valid on 30 June 2027.
- The certificate of conduct. The licence requires a VOG for legal entities (verklaring omtrent het gedrag). Justis, the Dutch screening agency, also looks at the directors. As new owner and director, you count too.
- The change of owner. How a change of owner or director is reported to the NAU has not been worked out yet. Put your deal to the NAU beforehand, and set out in the share purchase agreement (SPA, the contract for the shares) who arranges what.
What the Wtta does to the price.
Dutch staffing agencies are valued on EBITDA times a multiple. EBITDA is roughly what the business earns each year from its normal work, before interest, tax, depreciation and amortisation. The multiple is the number of years of that profit a buyer pays. It depends mainly on size:
- Up to about EUR 0.5 million EBITDA: usually 3 to 5 times.
- EUR 0.5 to 2 million EBITDA: usually 4 to 6 times.
- Above EUR 2 million EBITDA: usually 5 to 7 times.
The Wtta mostly shows up after that multiple, in the equity bridge. That is the step from the value of the business to the price of the shares. You add cash, deduct debt and correct working capital against an agreed normal level. Working capital is the money tied up in running the business day to day.
A deposit of EUR 100,000 that is locked for four years is working capital the business cannot use. So agree up front how it counts. Is the deposit already paid, or still to come? Who funds it? And does an exempt target justify a better price than one that is not? A seller with a qualifying bv will raise that point. You should have your answer ready.
How we help foreign buyers.
Exit in Flex is an M&A boutique dedicated to the Dutch staffing industry. Our partners have guided 45+ transactions together. We act for strategic buyers, platforms and investment funds. A platform is a group that grows by buying one agency after another (buy-and-build), often backed by a private equity fund.
Foreign buyers are already active here. Since 2024 our Flex M&A Radar has recorded German, Belgian, Danish, Indian and US buyers of Dutch staffing businesses.
With a buy-side mandate we find targets, including agencies that are not for sale. We check their Wtta position before you spend money on advisers. We value them, coordinate due diligence and negotiate for you, in English. In every transaction we hold one mandate and never act for both sides. Read how we work when you buy a Dutch staffing agency.
Your contact person is Robbert Jan de Rooij. The first call is free.
This page is not legal advice. Have your own situation reviewed before you sign anything.
Questions from buyers about the Wtta.
The licence belongs to the Dutch bv that supplies workers, not to you. Buy the shares, and the bv keeps its own registration, application or licence. Buy only the assets, and your own bv needs its own licence. From 1 January 2028 clients may only work with agencies that hold a licence or a dispensation, or that fall under the transitional arrangement.
Per company. Each Dutch bv that supplies workers needs its own licence and lodges its own deposit of EUR 100,000, unless it qualifies for the exemption. The deposit earns no interest. The bv gets it back once it has complied with the rules for four years.
No. The exemption belongs to the bv that meets the three conditions: four uninterrupted years on the KvK trade register with supplying workers as an activity on 31 December 2026, actual lending in that whole period, and a payment behaviour statement from the tax authority no older than three months. Your other bvs need their own licence and their own deposit or exemption.
How a change of owner or director is reported to the NAU has not been worked out yet. Put your deal to the NAU before you sign. Then set out in the share purchase agreement who arranges what, and who carries the risk if something goes wrong.
Yes. The licence requires a VOG for legal entities, a certificate of conduct. Justis also looks at the directors. If you or your people become owner and director, you count.
Registration runs from 1 November to 31 December 2026, with eHerkenning level 3. If you sign before or during that window, make the registration a condition in the purchase agreement. A valid SNA quality mark on 30 June 2027 replaces the inspection report in the first application, but the NAU still advises agencies to register.
The multiple on EBITDA does not change because of the deposit. It shows up in the equity bridge, the step from business value to share price. A deposit of EUR 100,000 locked for four years is working capital the business cannot use. Agree up front who funds it and how it counts.
A buy-side process takes 4 to 9 months on average. If you want the target's Wtta position settled before the application window of 1 May to 30 June 2027, start now.
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