Ins and Outs has answers to all issues concerned with establishing a subsidiary or branch office in the Netherlands. Besides we are experienced in corporate employee immigration management, taking care of all immigration formalities in an efficient and timely manner to unburden the company.
establishing a subsidiary or a branch
A branch operates under the legal structure of the parent company abroad. Being a part of the mother company it is not considered an independent legal entity whereas a subsidiary has been incorporated under Dutch law. Although the mother company owns the (majority of) the shares it is legally seperated from the subsidiary.
The most important legal difference between a branch and a Dutch subsidiary is the exposure to liability. The liability of the shareholders of the subsidiary extends only to the amount of their capital contribution. This means that the liability of a subsidiary is generally limited to the assets owned by that subsidiary. Besides a subsidiary is not restricted to the activities of the mother company and may develop new operations. A branch on the other hand, not having a separate legal entity, is operating under full liability of the foreign company of which it is a part. It is also bound to the activities of the main company.
How to establish a branch
A branch can be established by registration with the Trade Register of the Chamber of Commerce in the district in which the branch will be located.
How to incorporate a subsidiary
Public limited companies (N.V.s) and private limited companies (B.V.s) are both artificial persons incorporated by a notary deed. Both legal forms have a capital divided into shares. In addition they both have, besides the general meeting of shareholders, at any rate a management board and possibly a supervisory board. However, there are also differences between these two legal forms.
Capital of a limited company
Establishing a BV does not require a mandatory minimal capital whereas the mandatory required capital for a NV is 45.000 euro.
The share capital of a BV exists of of registered shares which are not transferable. The NV can issue a share certificate for bearer shares. The shares can be publicly transferred. This type of company can be registered at the stock exchance.
A branch must be registered with the Chamber of Commerce in the region where the company will deploy its activities in order to be recorded in the trade registry. After registration a certificate will be issued containing the unique trade registration number.
In addition the branch needs to be reported to the tax office and the social security board.
The following details must be submitted:
- proof of existence and registration of the foreign company
- names and details of the board members
- minites of the meeting when the establishment was decided
- representative details and nature of the proxy
- branch address details
Incorporation of a company
Limited companies must be incorporated by means of a public notarial deed. Hereto the Articles of Association must be drafted containing details of the share holders, the management board and the authorized share capital. In addition the business activities need to be outlined.
Thereafter the company must register with the Chamber of Commerce to be included in the company registry with a unique trade number.
Business license / regulated professions
Some business activities do require a license or permit. For example if your industry has a negative effect on the environment you may need an environmental permit. Some sectors require registration with an industry or product board.
Should your profession be registered as a regulated profession you do have to meet certain professional qualifications required by law in order to practise such profession. A listing of restricted professions can be found in the European Regulated Profession Database.
The company must sign up at tax office also to obtain a tax identification and VAT number.
Social security and pension fund
And last but not least the company must register with the social security and pension fund enabling to hire employees.