# Establishing a branch of a foreign company: the documents you need and how they are proved
A foreign company opening a Dutch branch must prove four things to the Trade Register: its own valid registration abroad, the identity and authority of the people who will represent it, its most recent filed accounts, and its ultimate beneficial owners. This page sets out which document proves which point and how each is legalised for use in the Netherlands. It is written for the person assembling the filing, not for someone still deciding between a branch and a subsidiary.
When this route applies
A bijkantoor (branch) filing applies once a foreign company conducts real activity in the Netherlands through a fixed local presence: staff, contracts signed locally, a Dutch address that is more than a mailing point. It does not apply to a company that only markets into the Netherlands from abroad, or to a group that has decided to incorporate a separate Dutch entity instead. That question, branch or subsidiary, sits within corporate law and governance and is decided before any document is assembled, because the two routes require different proof entirely.
Who acts and where
| Actor | Body | Language of the procedure | What they file |
|---|---|---|---|
| The foreign company, through an authorised signatory | Netherlands Chamber of Commerce, Handelsregister (Trade Register) | Dutch, with foreign-language originals accepted once legalised and translated | The branch registration form and its supporting documents |
| The branch's local representative | Netherlands Chamber of Commerce | Dutch | Specimen signature and proof of identity |
| Each ultimate beneficial owner of the foreign company | The UBO register held within the Handelsregister | Dutch | UBO declaration data |
| The sworn or certified translator | No filing body; instructed by the applicant | Dutch, translated from the source-language original | Certified translation attached to the register file |
The sequence
1. The foreign company obtains a current extract from its home register. Actor: the home register or the company itself. Output: a dated extract showing the company's registered status.
2. The extract, and the deed of incorporation or statuten (articles of association), are legalised: an apostille where the home state is party to the Hague Apostille Convention, otherwise diplomatic legalisation through the relevant embassy or consulate. Actor: the apostille authority or the embassy. Output: a legalised extract and deed.
3. A sworn or certified translator produces a Dutch or English translation of every document not already in one of those languages. Actor: the translator. Output: a certified translation bound to the source document.
4. The company identifies who will represent the branch locally and gathers their proof of identity and specimen signature. Actor: the local representative. Output: an identity file ready for the register.
5. The foreign company determines and documents its ultimate beneficial owners. Actor: the foreign company's board or company secretary. Output: UBO declaration data for the register.
6. The applicant completes the Handelsregister branch registration form, stating the branch's address, activity and representatives. Actor: the company secretary or an authorised agent. Output: a completed registration form.
7. The file is submitted to the Chamber of Commerce, in person or through an authorised intermediary. Actor: the applicant. Output: an application receipt.
8. The Chamber of Commerce checks the file for completeness and may request further proof before it will register the branch. Actor: the Chamber of Commerce caseworker. Output: either a request for further documents or a decision to register.
9. The branch is entered in the Handelsregister and an extract is issued showing the branch's own registration number. Actor: the Chamber of Commerce. Output: the trade register extract.
10. The branch representative uses that extract to open a Dutch bank account and to register for tax purposes where the branch has an independent Dutch tax presence. Actor: the branch representative, and the Tax Administration where relevant. Output: bank confirmation and, where applicable, a tax number.
Deadlines
| Step | Period | Runs from | If missed |
|---|---|---|---|
| Registering the branch | Before the branch begins trading in the Netherlands | The moment of first commercial activity | Trading unregistered exposes those acting in the branch's name to personal liability for acts done before registration |
| Reporting a change to registered particulars | Without undue delay | The change taking effect | The register states an outdated position and third parties may rely on it |
| Reflecting the foreign company's accounts in the branch file | Under the applicable Dutch rules; no confirmed statutory count of days is carried in the registry consulted for this page | The date the accounts are adopted in the home jurisdiction | The branch file falls behind and the register may flag it as out of date |
| Filing the UBO declaration | Before registration is completed | Submission of the registration application | The Chamber of Commerce will not complete the registration |
Documents and proof
| Document | Who issues it | Form | Translation or legalisation |
|---|---|---|---|
| Extract from the home trade register | The foreign company's home register | Original or certified copy | Apostille or diplomatic legalisation, then certified translation |
| Deed of incorporation or statuten | The home registry or a notary in that jurisdiction | Certified copy | Same route as the extract |
| Proof of identity of the local representative | The relevant national identity authority | Certified copy | Translation where the source language is not one the register accepts |
| Power of attorney, if the signatory is not a statutory director | The foreign company's board | Original, notarised | Apostille or legalisation, then translation |
| UBO declaration data | The foreign company itself | As set out on the registration form | No legalisation; identity proof for each UBO follows the same route as the representative's |
Cost
The Chamber of Commerce charges a one-off registration fee for entering a branch in the Handelsregister; the current figure is published on kvk.nl, and no confirmed figure from the norm registry consulted for this page is reproduced here. Separate from that fee sit the costs of legalisation, charged by the issuing state or the Dutch Ministry of Foreign Affairs, and sworn translation, typically billed per document or per word. A notarial fee applies only where a deed is required, which is unusual for a branch filing. The figure that moves most between two filings is the number of documents that need legalising and translating, not the registration step itself.
Objections you will meet
The Chamber of Commerce sometimes treats the filing as an attempt to open a subsidiary rather than a branch. The answer is to show the branch's dependence on the foreign parent in the filing itself: no separate legal personality, no separate share capital, disclosure of the parent's own registration.
A common objection is that the home register extract is too old to be accepted. There is no confirmed fixed age for this under the registry consulted here; the practical answer is to obtain a fresh extract immediately before filing rather than relying on one drawn for another purpose.
Applicants sometimes assume that the UBOs of a foreign parent fall outside Dutch UBO registration because the parent itself is not a Dutch entity. That assumption is incorrect: under the applicable Dutch rules, the branch's registration carries the foreign company's UBO data into the Dutch register regardless of where the parent sits.
A fourth objection, usually raised late, is that a branch without legal personality cannot be sued in the Netherlands. Under Dutch law the branch is not itself a defendant, but a Dutch court can accept jurisdiction over disputes connected with the branch's activity and can serve process at the branch address.
Outcome and enforcement
At the end of the sequence you hold a Trade Register extract for the branch itself, carrying its own registration number, address, stated activity and named representatives, cross-referenced to the foreign company's own registration. Banks, landlords and counterparties treat that extract as the branch's proof of existence in the Netherlands. If the branch's business is later sold as a going concern rather than wound up, enforcement of that sale follows the pattern set out for enforcing the outcome of an asset deal that transfers the undertaking, because the transferred staff and contracts sit inside the same branch file. Where the branch is closed rather than sold, the documents that opened it are the same set that the register asks for again on the exit proceedings that unwind a Dutch entity.
Cross-border effect
Registration in the Dutch Handelsregister does not create a new legal person; the foreign company remains the party that carries the liability for the branch's acts. Recognition of the branch's existence outside the Netherlands depends on the other jurisdiction's own register, not on the Dutch entry, and the Dutch filing does not itself notify any foreign authority. Under EU rules on disclosure by branches, the branch's Dutch registration and the foreign company's home registration are meant to be cross-referenced, but the mechanics of that cross-reference sit with the two registers, not with the applicant.
What this does not cover
- The choice between a branch and a Dutch subsidiary, and the governance consequences of each, which is a separate decision made before this filing starts.
- Employment law consequences of hiring staff through the branch, including the applicable collective agreement and payroll registration.
- Sector-specific licensing that may apply to the branch's activity regardless of its registration status.
- The tax treatment of the branch's profits, which depends on the double tax treaty between the Netherlands and the home jurisdiction.
- Litigation strategy for disputes connected with the branch, beyond the jurisdiction point noted above.
Questions
Does the branch need its own entry in the UBO register?
The branch registration carries the foreign company's UBO data into the Dutch register as part of the filing. There is no separate UBO entry for the branch itself; the beneficial owners recorded are those of the foreign company.
Can the branch start trading before the Handelsregister registration is complete?
The registration is meant to precede the branch's trading activity in the Netherlands. Trading before registration exposes those acting in the branch's name to personal liability for acts done before the entry is made.
What happens if the home jurisdiction is not party to the Hague Apostille Convention?
The extract and deed then require diplomatic legalisation through the relevant embassy or consulate instead of an apostille. The document route is longer and the translation still has to follow once legalisation is complete.
Before appointing a local representative or director for the branch, the position is worth checking against what a structure report covers before you appoint a director, and against the risk described for a director of a Dutch entity who never visited it and finds insolvency near, because the same representative named on this filing carries that exposure.
This filing sits within our corporate housekeeping service, which keeps a branch's register entries, UBO declarations and filed accounts aligned once the branch exists. Where the documents above raise a question about the entity chain behind the foreign parent, a structure report sets out that chain before you file.
Last legal review: 2026-09-18