If you are thinking of starting a business in the Netherlands: good choice! This page gives a brief overview of your options for a legal forms of business in the Netherlands.
Many of Dutch corporate legal forms of business are comparable to those you may know from your home country. A common choice for companies that are expanding to the Netherlands is to choose a legal form with a corporate – or legal personality. The options are:
- Private limited company (B.V. or ‘besloten vennootschap’)
- Public limited company (N.V. or ‘naamloze vennootschap’)
- Association (‘Vereniging’)
- Foundation (‘Stichting’)
Just click on the links for some more detailed information about these legal forms.
How about this ‘branch’ everyone is talking about?
In addition, another popular way of setting up your Dutch permanent establishment is by registering a branch of your head-office of your home country. The branch can also be referred to as a ‘representative office’ or ‘rep office’. The rep office is not a legal form in the Netherlands, but the wording can be used to indicate a ‘branch’.
The upside of a branch is, that the administrative burden is somewhat less cumbersome than for a B.V.:
- No need to hold a Shareholders Meeting for the branch. This is done by the head-office already
- No need to prepare a separate annual report. Preparing separate accounting records is needed, however, since the branch will need to pay its local taxes (VAT, corporate income tax) like any other business
- Closing down a branch when things go south, is easy and does not cost much.
- You may find that the registration at the Chamber of Commerce can take more time than anticipated due to the vast number of documents about your head-office and its officers that you need to hand over.
- From a commercial perspective in the Netherlands, customers tend to appreciate to do business with a local Dutch legal entity rather than a branch of a foreign head-office. But of course, this greatly depends on the market you are in and of your customers.