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Branch setup support Netherlands

Branch Setup in the Netherlands

Establishing a Dutch Branch of a Foreign Company

A foreign company may operate in the Netherlands through a branch (permanent establishment) rather than incorporating a Dutch subsidiary.

A branch is not a separate legal entity.

It is an extension of the foreign legal entity and remains legally and economically part of the head office.

This has implications for liability, corporate governance, accounting and Dutch corporate tax exposure.

Before proceeding, a structural assessment is advisable.

In certain cases, establishing a Dutch B.V. as a subsidiary may provide clearer separation of risk, improved access to Dutch tax treaties and more predictable governance.

The choice between a branch and a subsidiary depends on:

  • Commercial risk allocation

  • Liability exposure

  • Corporate tax planning

  • Withholding tax considerations

  • Substance and management structure

A branch may constitute a permanent establishment for Dutch corporate tax purposes if it carries on business activities in the Netherlands.

In that case, profits attributable to the Dutch activities are subject to Dutch corporate income tax.

Transfer pricing principles apply to the attribution of profits between the head office and the Dutch branch.

Registration of a Dutch Branch

A branch must be registered with the Dutch Chamber of Commerce (KvK).

The registration requires documentation relating to both the foreign legal entity and its representatives.

The following documents are typically required:

  • Recent extract from the foreign commercial register (not older than one month)

  • Copy of the deed of incorporation

  • Articles of association (if contained in a separate document)

  • Proof that the Dutch business address may be used

If a registered office address in the Netherlands is required, this can be arranged separately.

For directors, representatives and supervisory board members who cannot appear in person in the Netherlands for identification, the following documentation is required:

  • Legalised copy of passport

  • Specimen signature

  • Address details

If the individual resides abroad, address confirmation may require notarial certification, depending on jurisdiction.

If directors or shareholders are legal entities, additional documentation is required, including corporate extracts and authorised signatory evidence.

Depending on the country of origin, documents may need to be legalised or apostilled.

Tax and Regulatory Considerations

Registration of a branch does not automatically complete all tax formalities.

Depending on the activities, additional registrations may be required, including:

  • Dutch corporate income tax

  • Dutch VAT

  • Wage tax if employees are engaged

The existence of a Dutch branch may trigger permanent establishment recognition under applicable tax treaties.

Profit attribution must follow OECD guidelines.

Substance, personnel and decision-making in the Netherlands are relevant in determining tax exposure.

Timeline and Fees

Upon receipt of complete and properly legalised documentation, branch registration can generally be completed within several business days.

Our fee for assisting with branch registration amounts to EUR 375 excluding 21% VAT.

This covers review of documentation and registration with the Dutch Chamber of Commerce.

Additional services, such as VAT registration, payroll setup or corporate tax structuring advice, are scoped separately.

Advisory Scope

Nexpat assists foreign companies with:

  • Structural comparison between branch and subsidiary

  • Registration and corporate documentation

  • Dutch corporate tax analysis

  • VAT registration and import structuring

  • Ongoing compliance

Engagement begins with a factual assessment of your intended activities in the Netherlands to determine the appropriate legal and tax structure.