Foreign entities and branches
If you want to expand or move your foreign business to the Netherlands, it is useful to know that you do not have to change your legal structure, unless you have a foreign sole proprietorship. You will have to register your business or its Dutch establishment with the Netherlands Chamber of Commerce KVK.
Foreign businesses
Dutch company law recognises all foreign business structures except foreign sole proprietorships. This means that in most cases, you can simply register your foreign business as a foreign legal entity with commercial activities in the Netherlands.
Transfers of sole proprietorships
A foreign sole proprietorship is not a valid business structure in the Netherlands. To do business in the Netherlands, you can transfer your sole proprietorship. You need to be able to prove that you are registered as a sole proprietor in your country of origin to register it with KVK. KVK will help you decide on the right Dutch legal structure. For more information, contact KVK.
Registering establishments
Does your foreign business have a branch office or independent establishment of a foreign company in the Netherlands [Dutch: nevenvestiging or filiaal]? You have to register it in the Dutch Business Register (Handelsregister) at KVK.
Setting up an independent legal entity in the Netherlands
If you choose to set up an independent legal entity in the Netherlands, such as a branch office, you can use your foreign legal structure, or you can choose to register it with a Dutch legal structure. This may make it easier to negotiate contracts, open a Dutch bank account, and so on. Our tool for choosing a legal structure can help you decide on a suitable legal form.
If your business is located outside the EU and has an establishment in the Netherlands, you will have to file your financial statements with KVK, provided you have to file financial statements in your home country as well.
Trading on the stock exhange
If your company is registered in the Business Register and wants to trade on the stock exchange, you will have to purchase a Legal Entity Identifier (LEI), a unique number that enables the financial authorities to track global transactions. You can apply for and purchase an LEI at KVK.
UBO register
Foreign companies, or representative offices or branches of foreign companies in the Netherlands, are not required to list their 'ultimate beneficial owner(s)' or UBOs in the Dutch UBO register. However, if the country where you established your company is an EU member state, you are required to list UBOs in the UBO register for that country. The UBO register was set up as part of the Prevention of Money Laundering and Terrorism Financing Act (Wet ter voorkoming van witwassen en het financieren van terrorisme, Wwft). For more information, see UBO register for ultimate beneficial owner.
Representative office: no registration required
A liaison or representative office is not a legally defined or regulated entity. It does not need to be listed in the Business Register. Representative offices cannot engage in actual business, and may not enter into contracts or generate any form of revenue. Any representatives will need to have residence and/or work permits.