Incorporation in the Netherlands of a Dutch branch 2017-01-16T17:13:19+00:00
Set up branch office / permanent establishment, establish branch, incorporate permanent establishment

Incorporation Dutch branch

Incorporation in the Netherlands of Dutch branch

Incorporation in the Netherlands: Foreign companies (US Inc, UK Ltd, Gmbh, other.) who want to take care of the incorporation of a Dutch company in the Netherlands can do this by registering a Dutch branch office / permanent establishment or a by forming a Dutch subsidiary (Dutch BV).

If you want to establish a branch in the Netherlands the only thing which must be done is to register the existing foreign legal entity at the Dutch chamber of commerce.

In the Netherlands we have two types of legal entities called “BV” (private limited liability company) and “NV” (public limited liability company). Besides these, other common used companies are “eenmanszaak” (sole proprietorship), “VOF” (general partnership), “CV”(limited partnership) and the attractive Dutch “Coop” (Cooperative) In case you want to form a Dutch subsidiary BV, please click here for more info.

Do you need help with incorporation in the Netherlands?

If you want to start a branch office in the Netherlands we can assist you with the following:

  • Determine and analyse if it is wise to set up a Dutch branch, if so;
  • Register the Dutch branch at the Chamber of Commerce where we complete all the forms;
  • Determine what kind of tax numbers must be applied at the Dutch tax authorities (VAT, CIT, Wage tax)
  • Apply for the tax numbers
  • Maintain the yearly accounting services
  • Correspondence Dutch tax authorities by using our network.
  • Application tax ruling (if requested)

Incorporation Dutch branch – frequently asked questions:

Please find below frequently asked questions about the incorporation Dutch branch:

Setting up a branch / permanent establishment in the Netherlands has the following (dis) advantages:

Advantages:

  • No Dutch legal formalities is required so no Dutch notary is needed, since no legal entity (Dutch BV) is set up. The only requirement is to register the Dutch branch at the Chamber of Commerce and apply for the tax numbers at the Dutch tax authorities
  • Possible extra tax deductions in the home country with a Dutch branch
  • From a practical point of view it easier since nothing needs to be changed (website, email address, name)
  • When you stop doing business in the Netherlands no liquidation / elimination process is needed (closing is easy)
  • No substance is needed. As a result, important management decisions should not be made in the Netherlands.
  • The business administration of the branch can be maintained in the home country

Dis-advantages:

  • The foreign company who established the Dutch branch is fully responsible for all the obligations and liabilities of the branch / permanent establishment;
  • To the outside world it looks better to have a legal entity instead of operating under the foreign name on the Dutch market;
  • From an accounting perspective there (might) be more overview;
If you want to set up a branch in the Netherlands you must register it at the Dutch chamber of commerce. The registration can be done by filling in several forms, such as:

  • Form 6 (register the Dutch branch)
  • Form 11 (register Director)
  • Form 13 (register Manager of the Dutch branch)

Be aware, if you want to appoint a branch manager / managing director in the Netherlands this person must also be registered in the home country (f.e. in the UK in the “current appointments report”), since it needs to be identical.

From a Dutch tax perspective minimal substance is required if you set up a Dutch BV. If you set up a Dutch branch also certain substance requirements must be met. Most important one is to have a Dutch business address, since the company must be registered in the Netherlands. It is possible to use our company address for registration.
If you want to register the foreign company as a branch in the Netherlands, the following information is required for the registration:

  • An extract of the registration of the foreign company in the home country;
  • Copy of the articles of association of the foreign company
  • Copy pasport of the director / manager in the Netherlands

Everything can be done from a distance which means you do not need to come to the Netherlands. As a result, we will need certified and legalized papers.

After the registration at the Chamber of Commerce, the Dutch tax authorities must be approached to issue the tax numbers (if necassary).

More info about incorporation in the Netherlands?

MFFA Tax Advice can also assist you with incorporation of a dutch company and we can also assist you with corporate income tax compliance / advice, VAT return in the Netherlands and accounting services. You can contact us through our contact form or call +31 (0)85 00 30140.

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