Moving from another country?
Are you established in a different country, and are you considering moving to the Netherlands or opening a branch office here? Then read our articles
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 KVK 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 in your home country and setting up as a Dutch company, for instance a private limited partnership (besloten vennootschap, bv) or a public limited company (naamloze vennootschap, bv). 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 foreign 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 as a bv. The distributor then becomes the director of the Dutch company branch and the BV becomes part of the original business structure. Your head office remains in your home country.
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 foreign director in their home country 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 structure
If 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 your home country
- registering your business
- business taxes
- rules and permits regarding your sector
Where will you locate your new business? Ask yourself what you and your clients need and search accordingly. 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. Many things with regard to the business location, such as zoning plan and permits are arranged locally, through the municipality.
Running your business: staff
Running a business in the Netherlands is fundamentally different than in most other countries. Michiel van Deursen, Executive Director Projects & Services of Netherlands-British Chamber of Commerce explains: “Foreign companies that start a branche company in the Netherlands expect it to be the same as it is in their country. But suddenly they are faced with lots of rules, for instance about dismissal law, the works council (ondernemingsraad), salaries, pension, dismissal, and payroll-tax. These matters are fundamentally different and it is something they tend to underestimate. If I tell a foreign 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.”
Which country are you from
What you need to arrange and which changes you may need to make to your business operations partly depend on where your business is from. Laws and regulations can be different in the Netherlands from what you are used to.
There are several webinar recordings available on this website that explain business in the Netherlands.
Testing the water first
If 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 you may open a liaison office to explore the market and to establish contacts with prospective customers. 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 their own name and at their 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.
There are several 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 Business 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.
- NDL, national distribution council: a private, non-profit organisation providing advisory and matchmaking services for supply chain operations in Europe.
- ROMs (RDAs, Regional Development Agencies): help entrepreneurs with innovation, investments and internationalisation so that they can accelerate the growth of their companies.