Open Company Branch or Subsidiary in Netherlands

The state of Netherlands offers plenty of incentives for foreign investors and many advantages make Netherlands a good choice, starting from a stable economical environment to capable and well instructed workforce. Setting up a Dutch company is an easy and straightforward process. Entrepreneurs who wish to set up a branch of their company in Netherlands may do so completing a little more complex process. A Dutch branch is not a separate legal entity and the liability belongs to the parent company. There are some drawbacks, like complicated dealings with Tax Authorities regarding branch's tax obligations.

Preliminary activities prior to registering a company branch
Before registering a Dutch branch the founders must appoint a representative authenticated through power of attorney to represent and manage the branch. In order to incorporate the branch articles of association, or foundation deeds must be prepared and notarized. Also a bank account for future transactions must be opened and the minimum capital must be deposited. The bank must issue a deed in order to certify the deposit. Also the name of the branch must be registered and must contain the same name of the parent company.

Registering the Dutch branch in the Commercial Register at the local Chamber of Commerce
In order for the branch to be able to engage in commercial activities it must register with the Commercial Register at the local Chamber of Commerce. The registration process requires submitting an application which should contain a proof of existence of the foreign parent company, consisting of a certificate of registration from the relevant institution, the articles of association of the branch, specimen signatures of the managing directors and the deed issued by the bank certifying that the minimum capital has been deposited. Usually, if the Chamber of Commerce is visited in person, the certificate of registration is issued in a few hours. However the applicants may submit the documents by mail, which prolongs the process with a week. After a decision has been made, the Chamber of Commerce sends an invoice by mail. In some cases, the institution requires additional information.

After obtaining the registration certificate the company branch must prepare an application in order to register for tax purposes. The registration form can be filed in one day, but issuance of the required tax numbers can take a few weeks. However a company branch comes into existence upon issuance of the registration certificate.

Setting up a company branch in Netherlands from abroad
Even though the state of Netherlands is open to foreign investment and does not impose many restrictions for foreign owned companies, nor to the currency used, it is mandatory that the company have a registered office in Netherlands, and translations are required, but it is not mandatory to be authenticated. The foreign parent company may appoint a representative through power of attorney in order to carry out the incorporation procedures.

How long does it take to set up a Dutch branch?
The process of establishing a Dutch branch is straightforward and does not require too much time. However there are some procedures that may take more or less to complete, as notarizing the documents or registering with the Commercial Register. If the application for registration is submitted in person the registration certificate is issued in a few hours, however if it is sent through regular mail, it may take up to a week. Registering a company branch in Netherlands is usually completed in a maximum of two weeks.