Open a Branch in the Netherlands

Updated on 6 November 2024

Expanding your business internationally can have many beneficial effects, ranging from an extension of your current client list, a larger pool of suppliers to a more diverse and broad target audience. But also more transportation options and a substantial increase in revenue over time. Expanding beyond your own borders can bring you many exciting new opportunities that remain impossible to find within your own country. If you have any specialty goods for sale or services that might benefit international clients, we strongly suggest you contact us immediately.

We can help you establish your presence in the Netherlands, either via the establishment of a Dutch company or subsidiary or by opening a branch office from which you can operate. Our services don’t stop there, by the way. We can continually assist you during the timeframe that you will be doing business in the Netherlands with a wide variety of legal, administrative, financial and operational services.

Feel free to contact us anytime with any questions you might have, or take a look at our website for more in-depth information about the services we offer.

Can a foreigner open a company in the Netherlands?

With the ever-increasing globalization, people travelling for long periods of time and mass immigration and emigration, the world is slowly coming together like never before. We also see this trend in the business world, as an increasing number of foreign companies are establishing companies and subsidiaries in the Netherlands. This is mostly inherent to the fact that companies and corporations wish to expand their reach, but sometimes necessity also plays a role, such as companies having to establish bases abroad due to Brexit, or war situations in their own country. Whatever your motivation might be to start doing business internationally, if you are motivated and experienced enough, it can bring you an ample amount of success. Especially companies that are focused on trade, logistics and e-commerce, since this allows you to enter completely new markets that are suddenly within reach. 

If you are unsure whether you have what it takes to achieve success in another country, it is possible to take some preliminary steps to ‘test the waters’, so to speak. This can be achieved by alternative means than starting a business immediately, which can nonetheless later still result in a branch office, a subsidiary or even Dutch business incorporation. You can first opt for a representative office that has no legal status whatsoever but serves as a base for establishing contacts with prospects and finding out where the best place to settle might be. This can simply be a temporary office, you can also opt for a coworking space where you can rent a few workspaces to begin with. Next to that, you can also appoint a few sales agents and distributors, who can negotiate agreements for you and purchase or sell any goods. Keep in mind that you need a legal presence here to be able to truly do business, but it’s possible to send someone to meet up with potential business partners. You can use the information you gain from these preparatory steps to draft a solid business plan, which in turn might aid you in finding investors.

How open-minded is the Netherlands?

Next to being part of the EU, the Netherlands is actually also the main hub for the EU when it comes to transportation. The port of Rotterdam is still the largest port in Europe, which means that an enormous amount of goods is being shipped daily via Rotterdam. The country also has Schiphol Airport, which is a busy and well-connected airport. The port and the airport are very close to each other, since the Netherlands is a fairly small country. The infrastructure is also among the best in the world. Dutch roads are incredibly well maintained, using high-quality and modern materials such as anti-splash asphalt. Any imperfections and damage are generally fixed immediately. Next to the physical infrastructure, the digital infrastructure is phenomenal. The coverage is almost 100%, with high-speed internet that you can use anywhere. These factors combined create the perfect location for all businesses that rely heavily on imports and exports, trade in general, connectivity and international connections. The Netherlands may be small geographically, but it more than makes up for its size with its expertise, innovative methods of solving problems, and its huge network.

What is the difference between a branch and a subsidiary in the Netherlands?

When clients wish to expand their companies to the Netherlands, they generally choose to either establish a Dutch BV, establish a subsidiary or decide to open a branch office. There are differences between these three options, which are most palpable when looking at the legal consequences of each choice. The Dutch BV is a legal entity and also a Dutch business type, which is very commonly chosen. It is a great company type for any entrepreneur who expects to generate more than 100,000 euros in profit on a yearly basis and who also doesn’t want to be personally liable for any debts the company might get into. If you establish a Dutch BV, you will own a fully operational Dutch company that will not be linked to any company overseas. 

You can also choose to establish a Dutch BV holding structure, if you wish to open one or more operational companies that are linked to a parent company that holds assets. A subsidiary is generally a Dutch BV or NV, it has the same structure. But it falls under a parent company that is foreign, i.e., a current company you might already own. Since a subsidiary is considered to be a separate legal entity, the parent holding will enjoy limited liability for any debts the subsidiary might get into. Lastly, a branch office is not a legal entity or even a company type, it is simply an administrative extension of the parent company overseas. So if the branch creates any form of debt, the parent company will be held liable. We will discuss these three methods of business expansion in detail below, so you can make an informed decision regarding the best option for you and your business.

The Dutch branch office explained in detail

International companies planning to establish their presence on the Dutch market at a low cost can open local branches. The branch does not have a legal personality and is considered an extension of the international company. Therefore, the parent company, established abroad, is liable for all of its actions. The operations of Dutch branches are managed by representatives of the parent companies by virtue of a power of attorney.  The branch has to carry out the same operations as its parent, and its name must be identical. Its actions are governed simultaneously by the Dutch laws and the legislation of the country where the international parent company is incorporated. The branch provides permanent establishment at a lower cost in comparison to other Dutch company types, and there are no minimum capital requirements with respect to its incorporation. This is why many international companies prefer this form of expansion.

Dutch branches vs. local companies

The main defining characteristic of a branch, as compared to other business forms like subsidiaries in Holland, is its full dependence on its international parent company. Therefore, the international company carries liability for any obligations and debts of the Dutch branch. The procedure for branch registration is easier compared to other company types, e.g. a private limited liability company, but it still needs to comply with the legislative requirements for taxation and employment. According to the law, all branch employees should be covered by social insurance. Otherwise, the branch representative may become personally liable in the event of failure to pay the necessary contributions. Branches opened in the Netherlands usually have financial obligations identical to those of local companies. The numerous treaties for the avoidance of double taxation that the Netherlands has signed with other countries decrease the branches’ tax burden if they qualify for a reduction in the rate of withholding tax for royalties, interest and dividends.

Advantages of opening a Dutch branch

The main advantage of opening a Dutch branch is the relative ease of establishing the branch. The procedure for branch registration is swift, simple and takes less time than the direct incorporation of a Dutch company. This is why some international corporations prefer to establish branches. Other advantages include low incorporation costs and mild accounting requirements. The main characteristics of branches in the Netherlands are more or less the same as in other countries. For example, in Hong Kong, the procedures for branch taxation and registration are very similar. Still, it is in your best interest to use the services of a local specialist in incorporation or a lawyer to ensure that you follow the Dutch regulations and rules for company establishment, since branches also have to adhere to Dutch laws and regulations. For example, you will always need to register your Dutch branch with the Chamber of Commerce.

Registration of a Dutch branch office

As stated above, the branch has to be registered in the trade registry of the Chamber of Commerce with the relevant documents and details before it can commence its business activities. All papers need to be notarized, with a legalized translation in Dutch. The notarization takes place in the country where the parent company resides. The information necessary for incorporation can be case-specific, but in general the following documents are always needed: 

• Proof of the establishment of the international company, which amounts to an extract from the trade register in the country of residence, including a registration date and company details)
• A registration certificate with the name of the company, the registered address and names and details of the directors and the secretary (or other managers)
• Protocol of the discussion where the board decided to open the branch
• Valid Dutch address and name of the branch
• The representative’s name(s) and valid forms of ID
• Powers of the representative and branch activities

After the registration, the trade register in the Netherlands will release the registration certificate recorded under a unique number. Then the branch has to be registered for tax and social security contributions. After all these steps are taken care of, the branch can begin to operate in the Netherlands.

More information about the Dutch BV and subsidiary

If you would like to enjoy limited liability, a branch is not the right option for you. You will either have to choose to establish a Dutch BV, or a subsidiary that falls under your current foreign holding company, since these options allow you to establish and register a legal entity. If you own a BV, you can do business freely with your Dutch company anywhere in the world. The business itself can be set up exactly the way you want, and you don’t need to copy any names or activities from businesses that you already own. If you choose to establish a subsidiary, it will also be a separate entity that falls under the umbrella of your foreign parent company, yet it can enter into contractual agreements all by itself. You should consider the fact that a branch office may seem like an easy solution, but when you look at reality, approximately the same amount of obligations and work are involved when establishing either a BV or a subsidiary. Also, note that many international clients will probably prefer doing business with a company that is incorporated in a wealthy EU country, such as the Netherlands. If you have a branch office, it’s still your original company that everyone sees. The liability can also be an issue, since you are responsible in your home country for what your representatives do. This can be tricky and hard to oversee. So our advice is to always set up a separate and independent legal entity.

What we can offer you

Intercompany Solutions has assisted hundreds of foreign entrepreneurs from over 50 different nationalities. Our clients range from small, one-person startups to multinational corporations and everything in between. Our processes are aimed at foreign entrepreneurs, and, as such, we know the most practical ways to assist with your company registration. We can assist with the full package of company registration in the Netherlands:

• Company establishment in the Netherlands
• Opening of a local bank account
• Application for VAT or EORI number
• Applications for a variety of permits
• Application for a visa or start-up permit
• Startup assistance
• Financial services
• Administrative services
• Secretarial services
• Legal assistance
• Tax and financial services
• Media
• General business advice

We are constantly improving our quality standards to continually deliver impeccable services. 

Intercompany Solutions can set up your Dutch branch in no time

Whether you want to establish a branch office, a subsidiary or a Dutch BV, possibly even in the form of a holding structure, Intercompany Solutions is your trustworthy partner in company establishment and all related services. We can manage the entire company incorporation and registration procedure for you from afar via a power of attorney. If you can provide us with all the needed documents in time, we can arrange everything in just a few business days. We can also set up a Dutch bank account for you in the meantime, making it possible for you to directly deposit the necessary share capital. Once your business has a Chamber of Commerce number, you are ready to start your business activities. Please feel free to browse our website to find out what we can help you with.

If you need more details on starting a Dutch business, please contact our local agents directly regarding company formation.

Request a free consultation