Foreign company registration

1. You wish to establish your business here permanently.
2. You do not wish to establish your business here permanently, but temporarily.
3. You want to have personnel working here on behalf of your business, but you have no business establishment here.

Permanent establishment in the Netherlands

If you are a foreign company with a Dutch branch (permanent establishment), you must be registered in the Business Register. Registration is done either in person or by sending in several documents and forms.

Who can register the company?

You can register the business in the Business Register if you are:

• a director of the company.
• a manager of the Dutch branch and have a power of attorney demonstrating that you are the manager. That power of attorney must be in Dutch with original signatures of the director. You are also required to register as a manager.

How can you register the company?

You must present yourself in person by appointment at the Netherlands Chamber of Commerce KVK with valid proof of identity. An official living abroad is not required to provide proof of identity in person, but can send in a number of documents.

Which form you have to use depends on the type of registration:

• Form 6: Registration of a non-resident legal entity - use this form if you wish to register your business in the Netherlands for the first time.
• Form 9: Registration of a branch office - use this form if you are already established in the Netherlands, and wish to open a branch office.
• Form 11: Registration of an official of a legal entity - use this form to register a director, supervisory board member, or other company official.
• Form 13: Registration of an authorised representative business agent - use this form to register your Dutch representative or business agent.

The English-language forms can be used for standard details. Free-form texts such the description of activities et cetera must always be stated in Dutch or in English with a translation.

Please note: foreign companies can only register in the Business Register if they are legal entities. If you wish to open a Dutch branch of, for instance, your foreign sole proprietorship, you will need to set up a new business.

The documents you must submit in either Dutch, English, German or French are:

• proof of company registration from the country where it was founded (no older than one month);
• certified copy of the Memorandum of Association;
• certified copy of the Articles of Association;
• certificate of incumbency, which clearly shows the appointed Board of Directors.

The documents must be certified as authentic copies or original documents. KVK can ask for a document that confirms the authenticity of the foreign public deeds (an ‘apostille’).

If you have any questions relating to your registration, please contact KVK.

No permanent establishment in the Netherlands

If you are a foreign legal entity that does not have a permanent establishment in the Netherlands, you do not have to register with the Business Register. However, if your business involves VAT, you will have to register with the Netherlands Tax Administration.

Please note: Registration is also mandatory for foreign businesses without a Dutch branch that provide workers on a paid basis in or to the Netherlands. Examples of such companies are temporary employment agencies, payroll companies and jobs pools based outside the Netherlands but active in the Netherlands.

Notification duty for companies from the EEA and Switzerland

Since 1 March 2020, employers from countries in the European Economic Area and Switzerland must notify the Dutch government of postings through the Dutch online notification portal. This is stipulated in the Terms of Employment Posted Workers in the EU Act ('Wet arbeidsvoorwaarden gedetacheerde werknemers', WagwEU), the Dutch implementation of the EU Posting of Workers Directive and the Directive on the enforcement of the Posting of Workers. Find more information in English and German about posting to the Netherlands and the notification procedure.

Registration employment agencies and other suppliers of workers

If your organisation supplies workers in the Netherlands, you must include this information explicitly in your registration in the Business Register. This also applies to foreign companies offering their employment services without a Dutch branch and businesses referred to as '06-vans' (mobile employment agencies). Failing to do so may result in high administrative fines. If you hire staff from a supplier which is not listed in the Handerlsregister, you may be fined as well. You should therefore always check whether the supplier has been registered correctly. You can use the Waadi check offered by KVK for this purpose. 'Waadi' relates to the Placement of Personnel by Intermediaries Act (WAADI: 'Wet allocatie arbeidskrachten door intermediairs').

Requirements for companies formally registered abroad

The Companies Formally Registered Abroad Act (Wfbv: 'Wet op de formeel buitenlandse vennootschappen') applies to companies from outside the European Economic Area that operate entirely in the Netherlands and have no real connection with the country of incorporation.

Must a foreign company that is a director of a Dutch legal entity register as well?

Only the Dutch legal entity must register and state the details of the foreign company acting as director.

Must a Dutch legal entity with only branches outside the Netherlands register as well?

The Dutch legal entity must register in the Business Register. The details of the business abroad are not entered in the Business Register.

Registering a British Limited

A British Limited (Ltd) with a branch in the Netherlands must register in the Business Register.

How can you register the Limited?

Check who may register the Limited. That person must present themselves in person at KVK with a valid proof of identity. An official living abroad is not required to provide proof of identity in person, but can send in a number of documents. You must use the following registration forms to register:

Which form you have to use depends on the type of registration:

• Form 6: Registration of a non-resident legal entity - use this form if you wish to register your business in the Netherlands for the first time.
• Form 9: Registration of a branch office - use this form if you are already established in the Netherlands, and wish to open a branch office.
• Form 11 - Registration of an official of a legal entity - use this form to register a director, supervisory board member, or other company official.
• Form 13: Registration of an authorised representative business agent - use this form to register your Dutch representative or business agent.

You can use English-language forms as an aid, but you are required to submit the Dutch-language version.

Proof of registration of the Limited

Besides the registration form, you will require proof of registration that is no more than one month old, to demonstrate that the Limited is registered in the United Kingdom or Gibraltar. You can request these from the Companies House in Cardiff, Edinburgh, London, Belfast or Gibraltar. You will need one of the following documents:

• a 'certificate of good standing' stating the details of the directors;
• a 'current appointments report' or an 'electronic statement' with the details of the directors.

Deeds for registering the Limited

• A copy, certified by the director, of the 'certificate of incorporation' and if applicable a 'certificate of change of name'.
• A copy, certified by the director, of the 'memorandum of association' and the 'articles of association'. If 'Table A' is referred to in them, you must provide this as well.

In what language?

You must provide these documents in Dutch, German, English or French. The documents must be certified as authentic copies or original documents. KVK can ask for a document that confirms the authenticity of the foreign public deeds (an 'apostille').