Registering a British Limited

Read more about registering foreign legal entities. 

Who is allowed to register a company? 

You are allowed to register a branch in the Business Register if: 

• you are a director of the company; 

• you manage the Dutch branch and have an authorised representative certificate showing that you are the manager. This authorised representative certificate must be in Dutch and bear the director or directors’ original signature(s). Managers are also required to register. 

How to register a Limited 

The director or manager schedules an appointment at the Chamber of Commerce and brings a valid ID. Officers living abroad need not schedule an appointment in person, but can opt to submit several documents along with the registration form. You need the following registration forms to register: 

• Form 6: registering a branch in the Netherlands 

• Form 11: registering officers (directors and supervisory board members) 

• Form 13: registering a branch manager in the Netherlands  

What other documents do you need? 

1. Proof of registration for the Limited 

In addition to the registration form, you will need proof of registration no more than 1 month old showing that the Limited is registered in the United Kingdom or Gibraltar. You can request proof of registration from Companies House. 

You need 1 of the following certificates or statements: 

• a "certificate of good standing" showing the details of the directors; 

• a "current appointments report" or an "electronic statement" containing the details of the directors. 

2. Deeds needed to register the Limited 

• a copy of the "certificate of incorporation" certified by the director and, if applicable, a "certificate of change of name”. 

• a copy of the memorandum of association and articles of association certified by the director. If reference is made to "Table A” in any of these documents, please include it. 

3. Business address in the Netherlands 

• if the visiting address in the Netherlands is not also a director's home address, you must provide proof from the Land Registry or a declaration of consent to prove that the company can be based at this address. 

Language 

You have to submit the aforementioned documents in Dutch, German, English, or French. Copies must be authentic or certified. The Chamber of Commerce may also require a document confirming the authenticity of the foreign deeds (a so-called "apostille"). 

Requirements for formally foreign companies 

Companies from outside the European Economic Area (EEA) which do business entirely in the Netherlands and have no actual connection with the country of incorporation are subject to the Act on formally foreign companies (in Dutch). 

In addition to the customary details required for foreign companies, these formally foreign companies must also submit the following information to the Dutch Business Register: 

• the fact that the company is a formally foreign company 

• the register in which and the number under which the company is registered abroad 

• the date of first registration abroad 

• the (personal) details of the sole shareholder (if any) 

On top of that, formally foreign companies must also file the following with the Dutch Business Register: 

• a certificate of registration in the foreign register (upon initial registration and annually before April 1) 

• in case of amendment of the articles of association: a Dutch, French, German or English authentic copy (or a copy certified by a director) of the amendment and the full text of the amended articles of association 

• 2 sets of financial statements: 1 set of financial statements under Dutch law and 1 set of financial statements under British law. 

Please note that only directors of a formally foreign company or the person charged with day-to-day management can submit documents relating to a formally foreign company. Proxies, including lawyers and notaries, may not submit these documents.