Register a Branch

Starting your Dutch branch without visit to the Netherlands

To start a Dutch branch, your company, and your company’s representatives must be properly identified. This is typically done in person, by visiting the Chamber of Commerce. 

However this is not absolutely required. You can also submit your request to register the branch remotely to the Dutch Chamber of Commerce. In such case, you must consider that the documents (including the passport copy of the director) will require legalisations (with apostille in most cases)

There is no legal requirement to open a Dutch bank account for a Dutch branch, and no capital deposit is required.

Which documents do you need to start a Dutch branch?

In order to register a branch, or permanent establishment, in the Netherlands, you require the following documents :

• Passport copy of the director of the overseas legal entity (legalised with apostille in case the director will not visit)

• original proof of address, not older than 30 days, such as an original/English telephone bill

• A legalised set of the overseas entity’s Formation deed and recent extract of the company showing the current authorises directors (and address/shareholders).

Process & Timeline

The registration of a branch is straightforward and can be done within 1 day, during a visit of the representatives of the (parent) company to The Netherlands. It’s important to schedule the trip to the Netherlands properly, so that all the correct documents will be taken along, including the correct legalizations. Typically it requires our clients about 1 or 2 weeks to get the documentation in order, unless the parent company is based in a country like the UK, where it’s very easy to obtain the required documents (and no translation is required!).

The Costs to establish a Dutch branch

The cost of a registration of a branch in the Netherlands are 50 EUR, which are charged by the Chamber of Commerce.
For the registration of a new company or organization in the Trade Register, you pay a one-off registration fee of € 50 (payment only possible with debit card).

This is the result of the new Act on Chamber of Commerce. The registration fee is due at the moment of:

• the first registration of a company or organization in the Trade Register;

• a continuation, takeover, division or merger whereby a new registration in the Trade Register is created with a new Chamber of Commerce number.

This fee covers the administrative costs of the registration.
If you want to buy a Chamber of Commerce extract from your company when you register, it costs € 15 (payment only possible with debit or credit card). Some banks ask for an extract, wholesalers always ask for an extract.

There is no annual government fee applicable to keep your Dutch branch in Good Standing.

Opening bank account for a Dutch branch

When you start a Dutch branch, you might be interested to open a corporate bank account for your branch.

During the last couple of years it has become more challenging to open a corporate bank account, for a company without any physical presence, or a company which is involved in an international structure. This has to do with stricter supervision on banks, who are required to identify the client, but also monitor the transactions of the company (to avoid any misdoings). Performing such due diligence activities by banks, is much harder in case international companies, directors or shareholders are involved. As a result, more international companies find their account opening applications rejected.

Due to these developments, a growing number of entrepreneurs decide to open a bank account outside the Netherlands, for their Dutch branch. For example, at the same bank, which facilitates their overseas headquarters. So a Turkish company, with open a separate Turkish bank account, for it’s branch in the Netherlands. In some cases, they would even contact a Turkish bank in the Netherlands, because they are more familiar with due diligence research on the Turkish market.

Another option for your Dutch branch is to work with an Electronic Money Institution (EMI) that can open an online payment account. Such account can typically be opened remotely, and allows full payment services.

As mentioned there is no legal requirement to have a Dutch bank account, and although our primary goal is to open a bank account in the Netherlands, it should be considered to have a contingency plan (such as a Swiss bank). Even if it’s just a temporary solution, especially when you are in a hurry to perform certain transactions.

The application of the relevant tax numbers for a Dutch branch

The final step of the registration process is to apply for the appropriate tax numbers, once the branch is registered at the Chamber of Commerce.

The branch will require registration form Corporate Income Taxes (CIT), as well as the Value Added Tax (VAT) (if relevant for your situation).

In some cases your company might also need to register as Employer, in case your branch is planning to employ staff. You will find more information about these topics in the category ‘ Obtain Tax ID’s’.

On average it takes about 2-3 weeks to obtain a VAT number, sometimes it just takes 1 week (in combination with the CIT number).

The issuance of the VAT number can also depend on the corporate structure, in practice there is more difficulty for company managed by non-resident director to obtain the VAT Number (because the branch might not be qualified as a Permanent Establishment). The tax authorities might ask questions about the type of activities and how/where they are performed. INCO can assist with the questionnaire and make sure you receive the VAT number in time.

Although you don’t need a local director obtain a VAT number, or even a bank account, it is preferred that the Company can show actual Dutch business activities. For example, the Company can show local staff members, a local warehouse, or even just local suppliers or clients the Company deals with.