Are you one of the hundreds of British companies considering a move to the Netherlands or establishing an office presence here? Make sure you know what to take into account and find out which option works best for you.
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Business structures for moving companies
Compared to other EU countries, the Netherlands has a flexible and liberal legal framework for the organisation of enterprises by non-resident companies or individuals. There are no special restrictions on foreign-owned companies that wish to start a business in the Netherlands. Depending on what kind of business you have and what you want to do with your existing company, there are several options. But to be part of the European single-market and have access to the free movement of goods and services you must set up a physical presence / representation in the Netherlands, with a registration at the Netherlands Chamber of Commerce and an address in the Netherlands. Seek legal advice to find out which option best suits your company. Here are some options:
- Moving your headquarters to the Netherlands: this entails deregistration as a British company and setting up as a Dutch company, for instance a private limited partnership (besloten vennootschap, BV) or a public limited company (naamloze vennootschap, NV). EU regulations regarding the financial sector stipulate that companies working in the financial sector doing business in Europe must have their HQ in Europe.
- Set up a subsidiary with full, independent legal status: this can be a distribution facility, usually in the form of a private limited partnership. Setting up a subsidiary allows you to reproduce services for the EU market. Your head office remains in the UK. Your British legal structure does not have to change if you move your business to the Netherlands. Dutch company law recognises all foreign business structures, except sole proprietorships.
- Upgrading the role of the distributor you were already working with in the Netherlands. The distributor company will already be a legal entity, such a BV. The distributor then becomes the director of the Dutch company branch and the BV becomes part of the British business structure. Your head office remains in the UK.
Note: a branch office may seem the easy solution, but in practice it brings the same amount of work and obligations as a BV. Also, some European clients will prefer doing business with a European business structure rather than one from a third country. Another aspect to consider is liability. With a branch office, the British director in the UK is responsible for everything that happens in the Netherlands, like the need to comply with legal obligations. Setting up a separate, independent legal personality makes it easier. The co-director in the Netherlands will monitor all local affairs, including liability.
Tool for choosing a Dutch legal structureIf you are not certain which legal structure to choose, go to the Tool for choosing a Dutch legal structure. It will guide you through some of the main considerations, such as liability, staff and taxes, and give you advice suited to your needs and wishes.
Whichever option you choose, you will have to deal with:
- changing your business registration in the UK
- registering your business
- business taxes
- hiring and dealing with staff
- moving inventory and/or machinery
- finding a suitable business location
- rules and permits regarding your sector
LocationWhere will you locate your new business? Ask yourself what you and your clients need and search accordingly. For instance, if Germany is an important market, you could choose a location near the German border. When you are importing parts or products from outside Europe and want to sell them in Europe, you will want these products shipped to your location in the Netherlands, not the UK. In that situation, you need a warehouse or storage facility. Are you shipping your goods in large containers? Then you may want to be near the port of Rotterdam. Pharmaceutical companies may want to be near the European Medicines Agency in Amsterdam, or one of the life sciences hubs in Leiden or Eindhoven. The KVK location scan (in Dutch) can help you decide which location is best for your company. Regional development agencies (ROMs) can help you with specific information about locations in their region. Read more about business locations.
Running your business: staff
Running a business in the Netherlands is fundamentally different than in the UK. Michiel van Deursen, Executive Director Projects & Services of Netherlands-British Chamber of Commerce explains: “British companies that start a branche company in the Netherlands expect it to be the same as it is in the UK. But suddenly they are faced with lots of rules, for instance about dismissal law, the works council (ondernemingsraad, in Dutch), salaries, pension, and payroll-tax. These matters are fundamentally different and it is something they tend to underestimate. If I tell a British entrepreneur that he has to continue to pay the salary of an employee with a long-term illness for two years, he is very surprised, while of course this is something that we are accustomed to.”
Testing the water firstIf you are not quite ready to start a business in the Netherlands, or if you are new to doing business in Europe, a first step to test the waters can be done via other means than starting a business here right away. This can later result in a more permanent form of incorporation.
- Representative / liaison office: In the initial phase a liaison office may be opened in order to explore the market and to establish contacts with prospective customers. The office may provide information about the company’s products and maintain a supply of goods or merchandise for display. In general, the office carries out preparatory or supporting activities exclusively for the benefit of the foreign headquarter.
- Sales agents: The nomination of a sales agent can be a first step in doing business abroad. A sales agent negotiates agreements and concludes them on a commission basis in the name and for the account of the principal.
- Importers and distributors: An importer/distributor purchases goods in its own name and at its own risk and sells them to third parties. A large portion of the goods is handled by importers who distribute throughout the country and Europe. Because of the size, accessibility, and competitive nature of the Dutch market, exporters often insist on an exclusive distributorship. If the importer is a well-qualified and experienced firm, an exclusive distributorship often yields the best results.
Need help?There are many organisations you can turn to for assistance when moving or starting your business in the Netherlands.
- Netherlands Chamber of Commerce KVK: informs, advises and supports businesses and manages the Commercial Register
- RVO, Netherlands Enterprise Agency: facilitate entrepreneurship, improve collaborations, strengthen positions and help realise national and international ambitions with funding, networking, know-how and compliance with laws and regulations
- NFIA: To find out how the Netherlands can work for you, you can contact the Netherlands Foreign Investment Agency (NFIA). The NFIA is an operational unit of the Dutch Ministry of Economic Affairs and Climate Policy tasked to help foreign companies find their feet in the Netherlands. Whatever questions you have, you can call or email the NFIA. The NFIA is your one-stop-shop for everything about setting up in the Netherlands and if we don’t know the answer, we will know the person who does.
- NDL, national distribution council: a private, non-profit organization providing advisory and matchmaking services for supply chain operations in Europe.
- NBCC, Netherland British Chamber of Commerce: a fully independent bi-lateral commercial membership organization with members and clients in the Netherlands, the United Kingdom and some third countries.
- ROMs (RDAs, Regional Development Agencies): help entrepreneurs with innovation, investments and internationalisation so that they can accelerate the growth of their companies.