Setting up a business in the Netherlands: A guide for start-ups

Laura Curtis, Senior Manager, Global Business Solutions

19/10/2026

Expanding into the Netherlands can present significant opportunities for growing businesses, but understanding the local legal, tax, payroll and regulatory landscape is essential to getting off to the right start. Whether you are looking to establish a permanent presence, hire employees, or test the market, choosing the most appropriate structure from the outset can help minimise risk and avoid costly compliance issues.

This guide outlines the key considerations for businesses entering the Netherlands, from entity and branch registration requirements to payroll, tax and VAT obligations, helping you navigate the process with confidence.

To operate in the Netherlands, a business will typically choose between setting up a Subsidiary (Dutch BV), a Branch, or registering as a non-resident employer depending on the nature of its activities and employment requirements. The most common structures are outlined below.

Choosing the right business structure

Entity

Setting up an entity in the Netherlands typically involves establishing a Private Limited Liability Company (Besloten Vennootschap or BV). A BV is a separate legal entity that provides limited liability protection to its shareholders and is the most common vehicle used by foreign investors entering the Dutch market. There is no statutory minimum start-up capital for a Dutch BV. The amount and nominal value of the shares are specified in the deed of incorporation.

Key steps for setting up an entity in the Netherlands

Select the proposed trade name and determine the ownership, governance and share structure.
Provide the Dutch civil-law notary with the required identification, corporate and ultimate beneficial owner information.
Secure a registered business address in the Netherlands. The incorporation documents specify the BV’s statutory seat in the Netherlands. The company must also register its business address and other required details with KVK (Kamer van Koophandel, Chamber of Commerce).
Have the notary prepare the deed of incorporation, including the Articles of Association.
Execute the notarial deed of incorporation, either in person or, where accepted, through a power of attorney.
Register the BV, its directors and relevant ultimate beneficial owners with the Dutch Business Register maintained by KVK.
Complete the applicable corporate income tax, VAT and payroll registrations.
Arrange banking, accounting and statutory compliance processes.

A Dutch BV must be incorporated through a Dutch civil-law notary.

Relevant ultimate beneficial owner information must be identified and registered in accordance with the Dutch UBO registration requirements. The precise analysis depends on the ownership and control structure.

The incorporation process usually takes approx. six weeks following receipt of all required due diligence documentation. The timetable depends on the complexity of the ownership structure, completion of notarial KYC checks, availability of supporting documents and whether foreign documents require legalisation or translation.

Branch

A foreign company may choose to establish a branch rather than incorporating a separate Dutch legal entity.

Unlike a BV, a branch does not have separate legal personality. The foreign parent company remains liable for the branch's obligations and liabilities.

The tax treatment depends on whether the Dutch activities constitute a permanent establishment and the transactions undertaken. A branch that constitutes a permanent establishment may be subject to Dutch corporate income tax and VAT.

A branch does not prepare separate statutory financial statements for filing as an independent Dutch legal entity, although the foreign parent company’s financial statements may need to be filed with KVK.

Key steps required when looking to set up a branch in the Netherlands

Pass a board resolution approving the establishment of the Dutch branch.
Appoint a branch representative authorised to act on behalf of the foreign company.
Obtain the parent company's constitutional documents and proof of incorporation.
Secure a registered business address in the Netherlands.
Register the branch with the Dutch Chamber of Commerce.
Obtain the necessary tax registrations with the Dutch Tax Administration.
Register for VAT, payroll taxes and other business taxes where applicable.

Non-resident employer registration

A foreign company without a Dutch subsidiary may, depending on the circumstances, be required or able to register as an employer in the Netherlands. This does not remove the need to assess whether its Dutch activities create a branch or permanent establishment.

Key documentation commonly required

Certificate of incorporation or proof of existence of the foreign entity.
Corporate constitutional documents.
Details of directors and authorised representatives.
Dutch payroll tax registration.
Social security registrations where applicable.

Payroll, Tax and VAT requirements in the Netherlands

Payroll and social contributions, applicable to all registrations

Dutch payroll taxes may include:

wage tax and national insurance contributions;
employee insurance contributions; and
the income-related healthcare insurance contribution.

The precise liability depends on the employee’s circumstances, applicable social security rules and any relevant international arrangements.

New starters: Before employing staff, the employer must register with the Netherlands Tax Administration where Dutch payroll obligations apply. The employer must verify and record each employee’s identity and obtain the required payroll information before work begins.
Payroll tax returns: Generally filed monthly with the Dutch Tax Administration.
Payroll records: Employers must maintain comprehensive payroll and employment records.
Managing directors: Specific customary salary rules may apply where a director works for the BV and holds a substantial interest in it. The application and amount should be considered in light of the director’s shareholding, duties and current Dutch tax rules.

Taxation, applicable to Subsidiaries and Branches

Corporate Income Tax

A Dutch BV is generally subject to Dutch corporate income tax on its taxable profits and must file an annual corporate income tax return. A foreign company with a Dutch permanent establishment may be subject to Dutch corporate income tax on profits attributable to that establishment.

Annual statutory accounts

A Dutch BV must prepare annual financial statements and, subject to the applicable statutory rules and exemptions, file the required financial information with KVK. The preparation, adoption and filing timetable depend on the company’s financial year and circumstances.

VAT, applicable to Subsidiaries and Branches

A Dutch business, Dutch branch or non-resident business carrying out relevant transactions in the Netherlands may have Dutch VAT registration and filing obligations. The result depends on the nature of the supplies, place-of-supply rules, customer status, imports, intra-EU transactions and the availability of any reverse-charge treatment.

The standard Dutch VAT rate is currently 21%, with reduced rates applying to certain goods and services. Businesses should assess their VAT obligations carefully before commencing trading activities.

Practical tips for start-ups in the Netherlands

Engage specialist advisors

Consider engaging local legal, accounting and payroll advisors to ensure compliance with Dutch corporate, tax and employment legislation. This can help avoid delays in registration and minimise compliance risks.

Establish banking and governance arrangements early

The opening of corporate bank accounts and implementation of governance structures may take longer than the incorporation, particularly for foreign-owned groups. Early planning can help avoid delays to trading activities.

Choose the right structure

Carefully evaluate whether a BV, branch or non-resident employer registration best supports your commercial objectives, tax profile and long-term growth plans.

Consider international workforce incentives

Depending on the company’s activities and eligibility, Dutch incentives may be available, including incentives connected with qualifying research and development or innovative activities. International employee tax arrangements may also apply where the statutory conditions are satisfied. Eligibility should be assessed before any commercial or employment decisions are made.

Please contact your usual Crowe UK contact if you would like to discuss this in more detail.