Introduction

On 3 July 2026, the government announced a change in direction in relation to the legislative proposal on Sound Business Conduct for Care and Youth Aid Providers (Wet integere bedrijfsvoering zorg- en jeugdhulpaanbieders, Wibz). The current ban on profit distribution (article 5 of the Care Institutions Admission Act (Wet toelating zorginstellingen, WTZi)) is to be removed from the proposal and replaced by a statutory maximum percentage for profit distribution, subject to strict conditions, applicable equally to all healthcare providers. We discussed this change of course towards a cap-and-conditions regime in our earlier blog From profit distribution ban to a new cap-and-conditions regime in Dutch healthcare.

Three months later, this has been worked out into concrete draft legislation. The note of amendment (Nota van wijziging, available in Dutch only),including its notecommentary, was submitted to the King on 1 October 2026, has been pending before the Advisory Division of the Council of State (Afdeling advisering van de Raad van State) since 6 October 2026, and was published as a preparatory document together with the accompanying submission on 8 October 2026.

Our unofficial consolidated comparison between the original text of the Wibz and the recent note of amendment is available here (available in Dutch only, as no consolidated English-language version exists), to make the changes by the note of amendment visible in one single document.

In addition to amending the Care Providers Accreditation Act (Wet toetreding zorgaanbieders, Wtza) and repealing the WTZi, the Wibz is intended not only to amend the Healthcare Market Regulation Act (Wet marktordening gezondheidszorg, Wmg), but also contains virtually identical provisions for the Youth Act (Jeugdwet). Because the substantive choices in the Youth Act provisions largely mirror those in the Wmg, this blog is limited to the changes to the Wmg. Below, we first outline the policy background to this legislative process, then address the key changes to the Wmg, and indicate for each element where it originates from.

Background

For years there has been a political and societal desire to introduce statutory standards against fraud and improper use of healthcare funds, and there has been debate about the ban on profit distribution in healthcare. We previously wrote about the content of the initial 2022 Wibz legislative proposal in Aanpak niet-integere zorgaanbieders en excessieve winstuitkering (available in Dutch only).

Political pressure resulting from incidents in the sector (including the bankruptcy of CoMed) prompted the Minister to commission research into the scale and impact of private equity in healthcare (see our earlier blog Research into the scale and impact of private equity in Dutch healthcare). Based on the data available, that 2024 study found no demonstrable differences in quality, accessibility and affordability between healthcare providers with and without private equity involvement, although the researchers did point to limitations in the available data. This outcome did not end the political debate: in the summer of 2024, the House of Representatives (Tweede Kamer) again adopted motions on a ban on private equity in healthcare and on further rules for profit distribution (see our earlier blog Profit distribution and private equity in healthcare - developments summer 2024).

Shortly afterwards, the Advisory Division of the Council of State issued a critical opinion. In its opinion of 26 June 2024, the Advisory Division asked for attention to be paid to the necessity and proportionality of the legislative proposal, and advised, among other things, that the conditions for profit distribution be amended. In response, and before submission, the Minister narrowed the scope of the legislative proposal to the conduct for which most signals of abuse existed.

Against that background, the Minister submitted the Wibz legislative proposal to the House of Representatives on 29 January 2025 (see our earlier (Amended) legislative proposal on Sound Business Conduct for Care and Youth Aid Providers (Wibz) submitted: key amendments). The existing ban on profit distribution for (in summary) intramural healthcare providers, with exemptions for (in summary) extramural care providers, did not change, but introduced additional conditions for providers that were permitted to distribute profits: financial ratios, approval by the internal supervisory body, and an independent client satisfaction survey. After submission, the legislative proposal again came under pressure. The House of Representatives criticised the proposal as doing too little to keep out providers and investors with the wrong intentions, in particular on the point of profit distribution and private equity. More fundamentally, the Administrative Jurisdiction Division of the Council of State (Afdeling bestuursrechtspraak van de Raad van State) ruled on 22 October 2025 in the Radiology Holland case. The Administrative Jurisdiction Division ruled that the Minister had not applied the ban on profit distribution in that case in a coherent and consistent manner, in breach of article 49 of the Treaty on the Functioning of the European Union (TFEU). The Administrative Jurisdiction Division did not, however, rule that every ban on profit distribution as such is incompatible with EU law.

In response to the various motions from the House of Representatives and the Radiology Holland judgment, the Minister announced a reconsideration of the Wibz on 11 December 2025, with three possible directions: (i) a ban on profit distribution differentiated per type of care or form of provision, (ii) lifting the ban in combination with a maximum percentage and stricter conditions, or (iii) a blanket ban on profit distribution for the entire healthcare sector. On 3 July 2026, the government opted, in a parliamentary letter, for option (ii): the ban on profit distribution disappears and is replaced by a single, uniform regime with a maximum percentage and stricter conditions, applicable equally to all providers. That policy choice forms the starting point for the note of amendment.

The changes by article

Below are the key changes introduced by the note of amendment, in the order of the relevant articles of the Wibz.

Current status

The draft note of amendment was submitted to the King on 1 October 2026, subsequently referred for advice to the Advisory Division of the Council of State on 6 October 2026, and published as a preparatory document on 8 October 2026, and has therefore not yet been formally submitted to the House of Representatives as a note of amendment. It is accordingly not yet applicable law. Following the opinion of the Advisory Division, the government may amend the note and formally submit it to the House of Representatives. Further parliamentary consideration of the legislative proposal by the House of Representatives and the Senate (Eerste Kamer) will then follow. The explanatory note is based on an opinion of the Advisory Board on Regulatory Burden (Adviescollege toetsing regeldruk, ATR) and implementation assessments by the NZa, the Health and Youth Care Inspectorate (Inspectie Gezondheidszorg en Jeugd, IGJ) and the Central Information Unit on Professions in Healthcare (CIBG).

  • On 13 August 2026, the ATR advised against submitting the note of amendment. According to the ATR, among other things, an adequate problem analysis, a substantiation of proportionality and effectiveness, and a sufficient assessment of less burdensome alternatives, in particular for smaller providers, were lacking.
  • On 19 August 2026, the NZa published an implementation assessment and considered the tightening, in general terms, to be feasible and enforceable, provided the lower-level regulation is drafted correctly and sufficient supervisory capacity becomes available. The suggestion to link the cap to equity rather than invested capital was adopted in the statutory text at the request of the NZa. According to the explanatory notes to the note of amendment, other points of attention, including the EBITDA(R) ratio, real estate supervision, data sharing and supervisory capacity, will be addressed in the further elaboration.
  • On 13 July 2026, the IGJ published an implementation assessment and saw no need for amendment from the perspective of supervision, enforceability and implementation. It did ask for attention to be paid to the broadening of the Wtza licensing requirement in a separate legislative process.
  • On 18 August 2026, the CIBG published an implementation assessment. The CIBG endorsed the proposed direction but asked for more concrete lower-level regulation, sufficient implementation time and capacity, clear arrangements on data exchange, and attention to transitional law.

The substantive elaboration of the legislative proposal has not yet been completed. The percentage of the cap, the further elaboration of the concepts of 'related party' and 'significant transaction' in article 40c of the Wmg, any rules on financing structures under article 40d of the Wmg, and the exemption criteria under article 40f of the Wmg still need to be determined in lower-level regulation. According to the explanatory notes, further investigation is ongoing in relation to the cap and the possible regulation of acquisition financing. No official timeline for the completion of that investigation and the adoption of the lower-level regulation has been published, but the parliamentary debates and signals from the field suggest that these investigations are expected to be completed by the end of this year.

On 14 October 2026, the House of Representatives debated combating fraud in healthcare, and that debate produced a series of motions directly touching on the core of the note of amendment. Van Brenk and Claassen (available in Dutch only) note that the amended Wibz will provide that healthcare providers must be able to realise 'a modest but sufficiently attractive return', consider that wording too subjective, and have tabled a motion requesting the government to clearly specify the level of the maximum return in the legislative proposal: precisely the AMvB issue referred to above, whereas the draft text instead opts for determination by AMvB. Dobbe went a step further and tabled a motion requesting the government to introduce, instead of a cap, a full ban on profit-making in healthcare (available in Dutch only), and tabled a separate motion requesting that the existing ban on profit distribution not be abolished (available in Dutch only). The outcome of the vote on these motions is not yet known. The Minister remains critical of such motions, referencing this legislative process, which seems appropriate given the Government’s policy direction.

Loyens & Loeff's view

The note of amendment translates the change of course of 3 July 2026 into legally concrete terms. The current ban on profit distribution, differentiated by type of care, is replaced by a single, cumulative system of a cap, financial conditions, quality requirements and business conduct standards. That choice reduces the existing differences between categories of providers and forms of provision. It is not, however, thereby established that every element of the new system, individually and in combination, is necessary, proportionate and workable.

The explanatory note expressly acknowledges, on page 27 of the note of amendment, that information on the scale of the alleged problem that gave rise to the legislative proposal (chapter 2.2 of the explanatory note) is currently not available. The substantiation therefore rests to an important extent on possible risk mechanisms and signals, not on demonstrated harm across all healthcare and youth aid sectors. That distinction is relevant, because the same regime will apply to providers that differ significantly in size, capital requirements, risk profile and business model.

In addition, in our view, proportionality should preferably also be assessed by reference to the cumulative effect of the measures. The cap comes on top of the financial ratios, the client satisfaction survey, the approval requirements, the continuity test and possible future restrictions on financing structures. That assessment should also take into account the existing safeguards under corporate law, the Wtza, the Healthcare Quality, Complaints and Disputes Act (Wet kwaliteit, klachten en geschillen zorg), the Wmg, internal supervision and self-regulation. The Advisory Division already pointed out in 2024 the importance of a clear problem analysis and a compelling justification for why additional regulation is necessary alongside existing rules and governance codes.

At the same time, the government explicitly acknowledges that external investment can contribute to innovation, availability and the future-proofing of healthcare, and that investors may expect a reasonable return. The eventual level and method of calculating the cap, and any restrictions on acquisition financing, should therefore not only prevent excesses, but also avoid disproportionately affecting necessary financing and investors' willingness to invest. The note of amendment now makes clear which statutory system the government has in mind. How the system will work out in practice, however, can only properly be assessed once the opinion of the Advisory Division, the market investigation, the AMvBs, the calculation rules and any transitional provisions are known.

Contact

If you have any questions about the content of this blog, the note of amendment published on 8 October 2026, or its possible implications for your organisation, please feel free to contact our Life Sciences & Healthcare Team or the undersigned.