Global expansion into the Netherlands generally means that you need to set up an in-country entity. However, by partnering with us you create the possibility to bypass this process and utilize our Dutch entity. By using our PEO-service we take care of the complicated paperwork.
Expanding into a new country is always an adventure, but we believe this adventure should be exciting instead of just frustrating and time-consuming. Therefore, we have been supporting companies in over a hundred countries with their expansion plans.
In this guide, we will share which documents you need to establish an entity in Holland, but also where you will need to register your business address and company’s name. We will also break down the advantages and disadvantages of setting up an entity in the Netherlands.
How to set up a Netherlands Subsidiary
Setting up a subsidiary in the Netherlands? Firstly, choose the company type, which most typically will be a private limited liability company, known as an (Besloten vennootschap, BV). These are some of the tasks that need to be ticked off before incorporation:
- Obtain a ‘certificate of non-objection’ from the Dutch Ministry of Justice in order to register a subsidiary.
- Check that your business name is valid and unique and register with the Chamber of Commerce and the tax authorities.
- Confirmation of the company name enables the registration procedure to begin.
- Open a corporate bank account to deposit initial capital and receive certificate of deposit.
- Obtain a ‘Declaration of non-objection’ from the Ministry of Justice.
- Have the Articles of Association, application for establishing a subsidiary and the foundation deeds notarized by a Dutch lawyer and then submitted to the Chamber of Commerce with the certificate of bank deposit and declaration of non-objection.
What you need to set up a Netherlands Subsidiary
The following documents are required to register a subsidiary in the Netherlands:
- Documentation confirming status of the parent company, including its address in the home country.
- An extract from that country’s trade register or equivalent, confirming the parent company’s commercial operation in the home country.
- The Articles of Association, application for establishing a subsidiary, foundation deeds notarized by a Dutch lawyer and then submitted to the Chamber of Commerce with the certificate of bank deposit and declaration of non-objection.
- Name and address details of the representative who will liaise between the subsidiary and Dutch authorities and be able to receive any official and legal documents.
- Declaration of non-objection issued by the Ministry of Justice.
Benefits of setting up a Netherlands Subsidiary
Among the legal advantages of setting up a subsidiary in the Netherlands is that the shareholders and directors of the parent company have limited liability and the parent company itself is not liable for the activities, responsibilities, or debts of the Dutch subsidiary.
The subsidiary also has the freedom to engage independently in more types of business than the parent company. The move can also have tax advantages in offsetting the losses of one company against the profits of another.
In the wider commercial sense opening a subsidiary makes a statement of a company’s commitment to expanding into foreign markets. The Netherlands is a popular target for expansion with its internationally-focused economy, strong financial sector, quality of life, a pro-business government and geographical location as a gateway to the rest of mainland Europe and even farther east.
Using a global Professional Employer Organization (PEO) such as Bradford Jacobs means staff can be sourced, placed in their roles, and be up-and-running within days, rather than months, and with all the difficulties of payroll, taxation, and compliance under control thanks to our Employer of Record (EOR) services.
Netherlands Subsidiary Laws
A foreign company’s subsidiary in the Netherlands is an independent legal entity with its shares fully owned by the parent company. The usual choice for a foreign-owned subsidiary is a private limited liability company, known as an (Besloten vennootschap, BV).
Registration and Documentation
- Apply to obtain a ‘certificate of non-objection’ from the Dutch Ministry of Justice in order to register a subsidiary.
- Check the business name is valid and unique and register with the Chamber of Commerce and the tax authorities. Confirmation enables registration procedure to begin.
- Open a corporate bank account to deposit any initial capital and receive certificate of deposit.
- Obtain ‘Declaration of non-objection’ from the Ministry of Justice.
- Have the Articles of Association and all relevant documents notarized by a Dutch lawyer and then submitted to the Chamber of Commerce.
- All documents are submitted to Chamber of Commerce with the certificate of bank deposit and declaration of non-objection.
- The subsidiary must register with tax and social insurance authorities.
Accounts and Taxation
- The subsidiary has the same liability for corporate taxes as a local Dutch company and must register with the tax authorities.
- Subsidiaries are taxed at 20% on its first taxable profits up to €200,000 (US$234,370) and 25% thereafter.
- European Union Parent-Subsidiary Directives and double taxation treaties with other countries have potential tax benefits.
- Corporate tax returns should be filed by June of the following year, after receiving log-on data and registering with the Dutch Tax Authority.
- Subsidiaries will also be liable for Value Added Tax, Transfer Tax and Property Tax.
- The subsidiary, unlike a branch, need not supply accounts of the parent company.
- Shareholders are taxed on distributed dividends.
- BV companies are generally required to file annual accounts with Dutch Trade Register.
- Unlimited number of shareholders with generally no liability, with or without voting rights or entitlement to profits.
- Board of directors responsible for daily operations.
Take a faster route into the Netherlands’ economy
The cost-effective and time-saving alternative to the expensive and lengthy process of establishing your subsidiary in the Netherlands is to work alongside a Professional Employer Organization (PEO) and Employer of Record (EOR) such as Bradford Jacobs.
We have over 20 years’ global experience and our in-country specialists will steer you through the complexities of setting up operations by locating and onboarding new employees, then ensuring compliance with all employment and tax regulations.
You retain day-to-day control of your staff – who are in place and operational within days rather than the months it could take to incorporate a legal entity. There is no reason for international borders to stand in the way of your international expansion. Contact us today!