Dutch company law recognises all foreign business structures except sole proprietorships. A branch of a foreign company operating in the Netherlands [Dutch: nevenvestiging or filiaal] does not need to register as a separate legal entity, but it does have to be listed in the Dutch Business Register (Handelsregister) at the Netherlands Chamber of Commerce (KVK). If you are listed in the Business Register, then you're viewed as running a Dutch business. You may not actually live or work in the Netherlands yourself.
You're viewed as being a foreign business owner if you're a non-resident or not established in the Netherlands, and your company has no 'permanent establishment' in the Netherlands.
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 purchase a LEI at the Chamber of Commerce.
A 'permanent establishment' is a foreign company's premises located in the Netherlands and capable of acting as a fully self-sufficient business. The permanent establishment is part of your cross-border business, from which goods and/or services are provided. Examples of a permanent establishment include:
- A retail outlet or other permanent point of sale
- A workshop or factory with office space
Storage space and goods depots are classed as as 'non-permanent establishments'. Premises where ancillary activities such as research, advertising, communications, etc. are carried out also constitute 'non-permanent establishments'. Similarly, a holiday home that you rent out does not constitute a permanent establishment either.
Transfers of sole proprietorships
A foreign sole proprietorship is not a valid business structure in the Netherlands. In order to operate 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 the Netherlands Chamber of Commerce KVK. The KVK will help you decide on the right Dutch legal structure.
Foreign legal structures and entities
Other foreign legal forms/entities may be simply registered as a foreign legal entity with commercial activities in the Netherlands. Please remember that you still have to comply with the Immigration and Naturalisation Service's (Immigratie- en Naturalisatiedienst, IND) rules on residence in the Netherlands if you're planning to reside here too.
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.
Starting a branch office in the Netherlands is also a possibility. Ongoing business operations conducted in the Netherlands on behalf of a foreign business constitute a 'branch'. A branch may be a sales office, a production facility or even a representative office. It doesn't need to have its own independent legal form if it's part of a foreign business. You can register your foreign company branch at the Netherlands Chamber of Commerce. If your business is located outside the EU and has a branch in the Netherlands, you will have to file your annual accounts with the Netherlands Chamber of Commerce, KVK, provided you have to file annual accounts in your home country as well.
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. Also, if your foreign legal structure is the equivalent of the Dutch sole proprietorship, you will need to register with the Business Register anyway. Want help choosing a suitable Dutch legal structure? Use our tool for choosing a legal structure.
A liaison or representative office is not a legally defined or regulated entity. Hence, it does not need to be listed in the Business Register. Representative offices may not 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.
No obligation to change foreign business structure to Dutch
The Netherlands' open economy, attractive investment climate and international tax laws have always attracted – and continue to attract – many foreign businesses. Another appealing aspect is the principle of incorporation that recognises foreign legal entities.
This means that foreign legal entities planning to do business in the Netherlands don't have to be converted to a Dutch legal form. The legal entity's organisation and structure is then governed by the foreign law under which it was founded. National laws in the country of origin remain applicable. The European Council Directives 68/151/EEC and 89/666/EEC stipulate specific rules about registering companies founded in the European Economic Area.