- You wish to establish your business here permanently.
- You do not wish to establish your business here permanently, but temporarily.
- 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 Commercial 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 Commercial 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 Chamber of Commerce 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.
The forms you have to use, are:
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: Only foreign legal entities can register in the Commercial Register. 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. The Chamber of Commerce 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 the Chamber of Commerce (only in Dutch).
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 Commercial Register. However, if your business involves VAT, you will have to register with the Dutch Tax and Customs 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.
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 Commercial 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 (only in Dutch) offered by the Chamber of Commerce 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 Commercial Register. The details of the business abroad are not entered in the Commercial Register.
Registering a British Limited
A British Limited (Ltd) with a branch in the Netherlands must register in the Commercial Register.
How can you register the Limited?
Check who may register the Limited. That person must present him- or herself in person at the Chamber of Commerce 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:
The forms you must use, are:
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. The Chamber of Commerce can ask for a document that confirms the authenticity of the foreign public deeds (an 'apostille').