Procedure

The establishment of a branch can be done through a less formal procedure than the establishment of a BV. In essence a branch is recognized as from the day its activities are started.

Branch or representative office

If we talk about a branch we mean a location or office from which business activities are conducted. A representative office may also be a location or office, but generally speaking no business activities are conducted there. A typical activity of a representative office is a location for doing market research, providing product information, etc.

The relevance of the distinction between a branch and a representative office is that the latter does generally not have to be registered with the Chamber of Commerce (in fact registration is not possible and will be denied) and a representative office has under certain conditions no a taxable presence in the Netherlands. A representative office can have employees. If so, the foreign entity needs to register itself as a withholding agent with the Dutch tax authorities (as it has the obligation to withhold wage tax). The Dutch VAT incurred by a representative office is under certain conditions eligible for a refund. In order to get a refund, the foreign company should file a periodical request with the Dutch tax authorities.

Registration requirements

A branch should be registered with the Chamber of Commerce, the Dutch tax authorities and the social security office. The information to be provided upon registration mainly concerns information about the foreign corporation (head office) and is very much the same as for a BV. The information to be provided includes a complete and concrete description of the actual business activities, services and/or products of the foreign corporation and the Dutch branch.

If the company is registered at the Chamber of Commerce, the company will receive a so-called legal person's information number (in Dutch: Rechtspersonen Samenwerkingsverbanden Informatienummer (RSIN)). The Chamber of Commerce will send the information of the company directly to the tax authorities. Based on the RSIN number, the tax authorities will determine whether the company should be registered for corporate income tax purposes, VAT and/or wage tax purposes. The company will receive further information from the tax authorities after approx. five working days (i.e. after registration at the Chamber of Commerce).

It is important to monitor the tax registration process closely. We can help you with this monitoring.

Capital registration tax

No Dutch capital registration tax exists on the establishment of a branch and the contribution of capital to the branch.

Wage tax and VAT

A branch is usually subject to the same wage tax and VAT regime as a BV.

Corporate income tax

The Dutch criteria for a taxable presence are quite easy to comply to: usually if the branch is registered with the Chamber of Commerce it will according to the Dutch criteria be considered a taxable branch. It will depend on the nature and volume of the activities of the branch whether or not the branch becomes subject to Dutch corporate income tax. However, under the tax treaties concluded with the country where the head office of the branch is located, special rules may apply which prevent the Netherlands from exercising their right to tax.

We refer to the page Dutch tax treaties for an overview of the countries with which the Netherlands has concluded a tax treaty. Every tax treaty contains its own special branch rules but most treaties are based on the same principles.

What can we do for you?

We have broad experience with foreign companies, which have set up a branch in the Netherlands. We can advise you on an appropriate strategy and deal with the registration requirements. Please feel free to contact us, if you require more information. Our services include:

 If you are interested in our services, please feel free to contact us via e-mail or to call us at our offices in Rotterdam on the number +31 (10) 2010466 or Amsterdam + 31 (20) 5709440 

We will make time for you!