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The parliamentary letter of 3 July 2026 (in Dutch) marks a change of course in relation to the legislative proposal on Wibz. Whereas the legislative proposal submitted on 29 January 2025 maintained the existing prohibition on profit distribution for certain categories of providers and introduced additional conditions for profit distribution, the government has now opted for a more uniform system under which profit distribution is permitted for all providers of healthcare and youth aid, but only where it concerns a “modest” level of profit distribution based on a maximum percentage “of invested capital” yet to be determined and subject to strict conditions; a new ‘cap-and-conditions’ regime. The parliamentary letter also tightens the standards introduced for sound governance and the financial management of healthcare and youth aid providers. It does not introduce a ban on private equity involvement in healthcare.
Background
At present, Dutch law contains a prohibition on profit distribution for providers of insured healthcare, but in practice that system is fragmented. There are statutory exemptions: generally, extramural providers (care that is broadly provided outside the walls of an institution where people reside, such as general practitioners, dentists and paramedical professionals) are permitted to distribute profits, whereas intramural providers (such as hospitals, clinics and long-term care institutions where people stay overnight) are not exempt from the prohibition on profit distribution.
That distinction is historically understandable, but it has long ceased to reflect practice. Healthcare is financed and organised differently than twenty years ago, and in practice profits can in many cases nevertheless be distributed lawfully.
In the autumn of 2025, the of the Council of State (Afdeling bestuursrechtspraak van de Raad van State) ruled in the Radiology Holland judgment (ECLI:NL:RVS:2025:5089) that the prohibition is not applied in a coherent and consistent manner by the Minister of Health, Welfare and Sport (VWS). This conflicts with European law.
Following that judgment, but also under political pressure from the House of Representatives in the form of various motions, the Minister of VWS announced in December 2025 that the January 2025 Wibz proposal would be tightened. Broadly speaking, three options were on the table:
- Sectoral differentiation: differentiating profit distribution possibilities per (sub) sector;
- Regulated profit distribution: abolishing the current ban on profit distribution in combination with measures aimed at preventing excesses; or
- A total ban.
On 3 July 2026, the government clearly opted for option 2 in a letter to the House of Representatives: the government intends to abolish the current prohibition on profit distribution and introduces a what we call cap-and-conditions regime; profit distribution will be allowed, but subject to strict conditions and up to a maximum percentage yet to be determined. The parliamentary letter also announces a tightening of the standards applicable to business operations.
Additional conditions for profit distribution
The legislative proposal of January 2025 already contained various conditions for healthcare providers that are permitted to distribute profits, including requirements relating to quality, financial health, explicit approval by the supervisory board and a recent independent client satisfaction survey. In addition, the proposal contained standards regarding irresponsible risks, arm's length terms for transactions with related parties, modernisation of real estate supervision and additional grounds for refusal and revocation of a licence under the Care Providers Accreditation Act (Wet toetreding zorgaanbieders, Wtza). Additional conditions relating to the amount of profit distribution and compliance with the annual accountability reporting obligation are new.
The most striking change in the letter of 3 July 2026 is the introduction of a maximum percentage for profit distribution, expressed as a percentage calculated by reference to invested capital. Politically, this is an attractive approach: it allows the government to move away from a total ban on profit distribution while at the same time limiting excessive distributions. From a legal and technical perspective, however, this cap raises many questions. The level of the maximum percentage is still under consideration. As a result, one of the most fundamental elements of the new profit distribution regime (the level of the cap) remains unknown at this stage.
At least equally important is the prominent role that the government now attributes to the annual accountability reporting obligations of healthcare providers. Until now, this has merely been an administrative obligation, but in the letter of 3 July 2026 the annual reporting obligation is presented as a key element of supervision over profit distribution and financial management.
The government intends to include compliance with the annual reporting obligation under the Healthcare Market Regulation Act (Wet marktordening gezondheidszorg) as a condition for profit distribution, and to introduce non-compliance with the annual reporting obligation as an additional ground for revocation of a Wtza licence. The proposed anti-abuse provision in the form of a stop arrangement is also driven by the same rationale: preventing providers from escaping supervision and enforcement through termination or dissolution.
Stricter standards for business operations
The standards already included in the legislative proposal regarding normal market conditions in significant transactions with related parties, and the prohibition on irresponsible risks when attracting or repaying equity or debt financing, will both be tightened and linked to the conditions for profit distribution.
Through an expanded delegated legislative basis, the government also intends to further elaborate these open standards by means of a General Administrative Order (Algemene Maatregel van Bestuur), including by clarifying concepts such as “related parties” and “significant transactions”, introducing a notification obligation for real estate transactions with related parties and imposing additional conditions on financing structures.
No prohibition on private equity
There will be no prohibition on private equity investments, no central register, no acquisition and merger stop, and no further investigation into private equity involvement in healthcare (all as advocated in various motions adopted by the House of Representatives).
The government does, however, seek to create additional possibilities to impose conditions on certain financing structures. Particularly noteworthy is the explicit focus on limiting acquisition debt incurred by the purchaser in connection with an acquisition and subsequently pushed down to the healthcare or youth aid provider (debt push down). According to the government, such structures increase the vulnerability of providers, may create incentives for additional production or cost reductions at the expense of quality and thereby directly affect the continuity of healthcare and youth aid.
Legislative process
We emphasise that the parliamentary letter of 3 July 2026 merely concerns an announcement of further amendments to the legislative proposal. It reflects a political choice, but it is not yet a final law. For healthcare and youth aid providers and investors, this means that they should read the letter as a (political) signal of the direction in which the government wishes to move – provided that this proves legally feasible.
The announced choices must first be translated into a memorandum of amendment, subsequently be subjected to implementation assessments and thereafter be resubmitted to the Council of State for advice (which was highly critical of a previous version of the Wibz in 2024). Whether, and in what form the announced amendments will ultimately be incorporated into legislation therefore remains uncertain.
Initial views by Loyens & Loeff
Based on what can currently be assessed, the government is moving away from the prohibition on profit distribution for intramural healthcare providers and, in line with one of the three options outlined in its letter of 11 December 2025, is now opting for a system of profit regulation with uniform conditions applicable to all healthcare and youth aid providers. That choice is understandable in itself in light of parliamentary history and recent developments. Nevertheless, we have a number of reservations regarding the proposed amendments to the Wibz.
The introduction of a maximum level of distributable profit, and therefore a cap-and-conditions regime, is striking. This regime (including the cap) runs counter to the explanatory memorandum (Parliamentary Documents 36686-3, p. 14), which explicitly, and with reference to research conducted by SEO Economic Research (Normering winstuitkering zorg), chose not to introduce a maximum level of distributable profit for providers of healthcare and youth aid:
“Such a maximum percentage would have to differ between sectors and could moreover easily be circumvented and therefore be difficult to enforce. In addition, such a cap may affect affordability (by discouraging cost reductions), accessibility (through increasing waiting lists resulting from a reduced incentive to assist clients and reduced entry by new providers), quality (through a reduced incentive to innovate) and discourages entrepreneurship, to the detriment of innovation and potential productivity gains.” [directly translated by Loyens & Loeff]
Neither the level of the percentage nor the basis on which that percentage will be calculated is currently known. As a result, the legal debate regarding the proportionality and legal robustness of the proposed system is expanded by questions regarding the design of this profit cap and the mechanism surrounding it.
The proportionality of the chosen approach remains a point of attention. The Advisory Division of the Council of State previously expressed critical concerns regarding the problem analysis and the necessity of additional regulation, and in our view those concerns have not been addressed by the parliamentary letter of 3 July 2026. In its 2022 report Een zorgelijk gebrek aan daadkracht (‘A worrying lack of action), the Netherlands Court of Audit already emphasised that bottlenecks primarily concern supervision and enforcement, rather than a lack of rules. In addition, several other legislative proposals are currently being prepared alongside the Wibz, including proposals aimed at combating healthcare fraud, tightening the healthcare-specific merger test and expanding the ACM’s call-in powers. We question whether the “additional step” through the Wibz, as described by the Minister, may in fact be one step too far and whether more effective use of existing powers would not be the more logical course of action. Added to this is the fact that the effectiveness of the new regime will depend to a significant extent on the manner in which supervision and enforcement take place.
For healthcare and youth aid providers, the proposed cap-and-conditions regime will result in an increase in compliance requirements (for the impact on board decision-making within healthcare institutions, we refer to this blog in Zorgvisie). For investors, the regime currently primarily creates additional uncertainty regarding profit distribution and financing structures. For the sake of completeness, we further note that we can readily understand that a debt push down structure may be irresponsible in light of the public interests served by healthcare institutions, but although such structures occurred regularly in the past, they have become less common in practice than they used to be.
In short, following the parliamentary letter of 3 July 2026, the key question is no longer whether profit distribution will be permitted and for whom, but whether the proposed (tightened) conditions for profit distribution and standards for sound corporate conduct will prove legally robust.
