Includes steps involved in establishing a local office.
Last Published: 8/16/2019

The Netherlands’ legal environment allows non-resident companies and individuals to open an office.  There is no legal differentiation between local- and foreign-owned companies.  An office can be set up with or without a legal personality.  If the office has a legal personality, the entrepreneur cannot be held liable for more than the sum he or she contributed to the company's capital.

Most U.S. investors in the Netherlands set up a private company with limited liability (BV).  The BV is used for all types of business ventures.  However, a public limited liability company (NV) is the usual form of business enterprise adopted when capital is to be acquired through public offerings.  When incorporating a BV or an NV, the foreign investor must submit a notarial deed of incorporation, which must contain articles of association.  The incorporators of a BV must provide a minimum of €18,000 of the share capital.  For the incorporation of an NV, the amount is €45,000.

To complete the incorporation procedure, the founders must register the new company in the Commercial Register at the Chamber of Commerce in the district where its main business will be located.

Sole traders, partnerships, and limited partnerships are examples of legal forms without legal personality, wherein the guiding principle is that the entrepreneur remains personally liable for the company's debts.  A partnership format can be used when two or more partners wish to do business jointly and under a joint name without having to meet all the legal requirements that a BV or NV would entail.

If a foreign investor prefers not to set up a legal entity in the Netherlands, a branch office might be a better option.  A branch office is easier and less expensive to establish than a subsidiary.  However, it is not a separate legal entity, so the foreign parent is fully liable for all of its obligations.
 

Prepared by our U.S. Embassies abroad. With its network of 108 offices across the United States and in more than 75 countries, the U.S. Commercial Service of the U.S. Department of Commerce utilizes its global presence and international marketing expertise to help U.S. companies sell their products and services worldwide. Locate the U.S. Commercial Service trade specialist in the U.S. nearest you by visiting http://export.gov/usoffices.