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Dutch comparative company law recognises all foreign legal entities 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 Commercial Register (Handelsregister). If you are listed in the Commercial Register, then you're viewed as running a Dutch business. However, it's possible that 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 either.
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 overseas 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
Non-Permanent EstablishmentsStorage 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 ProprietorshipsIf you run a sole proprietorship in your country of origin (and you can prove this), then you can transfer your business to the Netherlands and register it with the Chamber of Commerce as a Dutch company. They will help you find the right legal form.
Foreign Legal Forms/EntitiesOther foreign legal forms/entities may be simply registered as a foreign legal entity with commercial activities in the Netherlands. NB: 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.
BranchStarting 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.
A liaison or representative office is not a legally defined or regulated entity. Hence, it does not need to be listed in the Commercial Register. Representative offices may not engage in actual business, and may not enter into contracts or generate any form of revenue. Any representatives will of course need to have residence and/or work permits.
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. However, European Council Directives 68/151/EEC and 89/666/EEC stipulate specific rules about registering companies founded in the European Economic Area.