start a dutch branch
HOW TO REGISTER A DUTCH BRANCH
A branch is not considered a separate legal entity but is legally bound to the foreign parent company or organization. This means a branch can only be established when an existing organization wants to set foot in the Netherlands, while it’s seen as an independent entity that carries out business in its own name.
However, the branch is also subjected to the local laws and regulations, although it does not have to prepare (and file) an Annual Report in the Netherlands. A branch is liable for corporate taxation in the Netherlands, and as such it’s required to file the annual Corporate tax return, as well as the quarterly VAT returns (in case of trading activities)
A Branch is an easy and inexpensive way of establishing a presence in the Netherlands
A branch registration is not advised in case of active trading, because in the event of claims from customers or third parties towards the branch, the parent company can also be held liable
A branch registration requires you to provide a fully translated and legalized set of the statutory documents of the parent company (the English language is allowed)
The branch is not a separate legal entity, but is legally bound to the foreign parent company - all responsibilities of taken actions by the branch are taken by the parent company.
The foreign parent company is responsible for debts and obligations incurred by the branch in the Netherlands.
The Branch will have to conduct the same type of business as the parent company.
A Branch will have to comply with both Dutch laws as the laws in the country of residence of the foreign parent company.
The Branch does not have a requirement for minimum capital and does not need a local director.
The income of the Dutch Branch will be taxed according to the Dutch Tax law.
The branch may qualify for royalties, interest or reduced withholding tax. In this case, there are a number of double tax treaties between the Netherlands and some other countries.
Local regulations and requirements apply for the Dutch branch, for example when a permanent agent will be on the payroll of the company, or other employees of a branch must be registered for the social insurance. If not, the representative of the branch may be personally liable for not paying the contributions.
Remote or standard formation?
It’s common practice to visit the Netherlands to establish the branch, while such a visit is obligatory if you wish to obtain a Dutch bank account for your business.
There is no legal requirement to open a Dutch bank account to run the business, and no capital deposit is required. If you do not wish to open a Dutch bank account, you might be eligible for a remote formation, which means you will be able to register your company from your home country. Please contact us if you have any questions about what type of formation would suit your situation best.
Process & Timeline
The registration of a branch is straightforward and can be done within 1 day, during a visit of the representatives of the (parent) company to The Netherlands. It’s important to schedule the trip to the Netherlands properly, so that all the correct documents will be taken along, including the correct legalization. Typically it requires our clients about 1 or 2 weeks to get the documentation in order unless the parent company is based in a country like the UK, where it’s very easy to obtain the required documents (and no translation is required!).
For more information regarding setting up a Dutch Branch, we advise you to download our Branch Fact sheet or contact our Experts for personalized advice!
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