How do I set up a subsidiary in the Netherlands?

Dutch companies are commonly found in global group structures so a question I commonly hear is: How do I set up a subsidiary in the Netherlands?

If you are a business, you may at some point be advised to set up a subsidiary in the Netherlands. If you are a law or tax advisory firm, you may find yourself pointing your clients in our direction.

So, how do I set up a subsidiary in the Netherlands?

Most of the time someone wants a private limited company (BV). BV’s are incorporated by means of a deed of incorporation, to be executed by a Dutch civil law notary. A copy of the passport of the UBO (ultimate beneficial owner with an interest of more than 25%) and the first members of the management board of the BV are required.

Registration of the BV with the Chamber of Commerce and other compliance formalities take place after the incorporation. A proposed name may conflict with already existing names or be misleading to the public. Therefore, an informal trade name survey (quick scan) may have to be conducted.

Under Dutch law, the articles of association of a BV must contain the statutory seat of the BV. It should be noted that the statutory seat usually coincides with the address where the BV maintains its office. The BV address must be known at incorporation. 

Although there is no civil law requirement to have a Dutch resident member of the management board, it is usually helpful to have someone based in the Netherlands to look after the day to day affairs of the BV. If the group does not have a contact in The Netherlands for this purpose, trust companies offer a service directorship, which can provide both administrative support and a registered office address.

If you need any help in setting up a Dutch subsidiary, get in touch here.