Establishment of a branch in the Netherlands
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Setting up a company

We are often asked how to set up a company in the Netherlands and what aspects need to be considered. Although the differences between German and Dutch company law are manageable, there are important points you should consider when setting up a branch in the Netherlands.

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The commercial register and the branch in the Netherlands

The Dutch Chamber of Commerce, also known as the Chamber of Commerce (KvK), maintains the commercial register, which, similar to Germany, contains all companies registered in the Netherlands and is publicly accessible. As in Germany, extracts from the commercial register can be requested in the Netherlands for a fee.

If you plan to establish a branch in the Netherlands, it is advisable to consult a German-speaking lawyer. There is a legal requirement to register each branch in the Dutch Trade Register.

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What is a Dutch BV?

The BV (besloten vennootschap) is the most commonly chosen company type in the Netherlands and corresponds to the German GmbH. It is a limited liability company. The regulations for BVs are laid down in Article 2:175 of the Dutch Civil Code (Burgerlijk Wetboek). While in Germany the share capital of a GmbH must be at least €25,000, a BV in the Netherlands can be established with a symbolic minimum share capital of €0.01. This makes the establishment requirements for a BV significantly less demanding than for a GmbH in Germany. A BV can be established by both natural persons and legal entities.

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The registration of a Dutch limited liability company (“BV”) in the Dutch commercial register

Dutch company law strictly regulates the procedure for registering a BV. Before a BV can be registered with the Commercial Register, the articles of association or partnership agreement must be certified by a notary public. These documents must be written in Dutch and contain information about the managing directors, shareholders, the company address, and the share capital. The partnership agreement must also list the planned activities of the BV.

For registration, you must make an appointment with a notary public. Our corporate law specialists are happy to assist you in establishing your company in the Netherlands. We will guide you throughout the entire process, handle important steps, and have a long and successful history of working with notaries to help you register your company.

Important steps when registering your company in the Netherlands

In addition to the notarization of the founding documents, the company name must be "reserved" in the Netherlands. This name must be unique and comply with the legal requirements of Dutch law. Furthermore, the articles of association must be filed with the Trade Registry, as third parties may also have access to the agreement. Further steps include applying for a trade registration number and registering with the tax authorities to obtain your company's tax identification number and VAT number.

The company's name, share capital, address, and managing directors and authorized representatives are recorded in the commercial register. Subsequent amendments to the articles of association must also be updated and recorded in the commercial register. This ensures that the register remains up-to-date, and third parties can request extracts containing this information if necessary. Shareholders are only listed in the commercial register if they are the sole shareholder. Additional shareholders do not need to be registered and are therefore not visible to third parties.

Another important point is that in the Netherlands, a bank account is required for registering a BV. However, this bank account is only needed after registration in the Commercial Register to prove the commencement of business activity. The bank account does not necessarily have to be held with a Dutch bank. If, for example, you also operate in Germany, it is sufficient to open a bank account with a German bank.