# Establishing a branch of a foreign company: the timeline from first step to outcome
Establishing a Dutch branch means registering the foreign company's Dutch establishment, called a nevenvestiging (secondary establishment) or, where it is the only establishment, a hoofdvestiging (main establishment), in the Trade Register held by the Chamber of Commerce (KVK). No new legal entity is created: the branch trades under the foreign company's own name and liability. This page is for a foreign parent deciding when it may start operating in the Netherlands and what has to happen first.
When this route applies
This route applies where a foreign company wants a physical or operational presence in the Netherlands, such as an office, a warehouse, local staff or a place where contracts are concluded, without incorporating a separate Dutch legal entity. It does not apply where the foreign company wants separate legal personality and ring-fenced liability, which calls for incorporating a Dutch BV instead, a different question handled under corporate law and governance. It also does not apply where the Dutch presence is limited to an independent distributor or agent acting in its own name, a distinction covered under who files and where for a distribution or agency appointment.
Who acts and where
| Actor | Body | Language of the procedure | What they file |
|---|---|---|---|
| Authorised representative of the foreign company | KVK Trade Register (Handelsregister) | Dutch, with forms and guidance also issued in English | Registration form for a foreign legal entity, extract from the home-country register, constitutional documents |
| The foreign company's governing body | Internal corporate process | Language of the parent's own governance | Board or shareholder resolution appointing the authorised representative |
| Ultimate beneficial owners of the foreign company | KVK UBO register, held within the same Trade Register | Dutch | UBO declaration alongside the branch registration |
| Belastingdienst (Tax and Customs Administration) | Separate registration track, not the Trade Register | Dutch | Tax registration once the branch has a KVK number, for VAT and, if staff are employed, wage tax |
The sequence
1. The foreign company's board or a shareholder resolution authorises a named representative to act for the Dutch establishment and to sign the registration.
2. The company obtains a current extract or certificate from its home-country company register, showing that it still legally exists and stating its registered particulars.
3. Any document not already in Dutch, English, German or French is translated, and documents from outside the Hague Apostille framework are legalised through the relevant embassy or consulate.
4. The authorised representative files the branch registration form with KVK together with the extract, the constitutional documents and identification of the representative and the UBOs.
5. KVK assesses the filing and, once complete, allocates a KVK number and issues a register extract for the branch.
6. The branch registers separately with the Belastingdienst for VAT and, if it will employ staff in the Netherlands, for payroll tax withholding.
7. A Dutch bank account is opened in the name of the foreign company for the branch, usually run in parallel with steps 4 to 6 rather than after them.
8. If the branch will employ staff, the employer registration and any sector-specific permits are arranged before the first employee starts.
The branch may not commence trading in the Netherlands before the KVK registration is completed: under the applicable Dutch rules, the registration duty attaches from the moment the establishment starts its activities, and it is that moment, not the date of the parent's internal decision, that the obligation is measured against.
Deadlines
| Step | Period | From what moment it runs | What happens if missed |
|---|---|---|---|
| Filing the branch registration | No confirmed statutory number of days is fixed in the registry for this filing | The moment the Dutch establishment starts its activities | The establishment operates unregistered, which is a filing default rather than a bar on the underlying contracts |
| Translation and legalisation of foreign documents | Driven by the issuing authority's own turnaround, not by a Dutch statutory period | The point at which KVK requests the missing document | The registration file stays open and the KVK number is not allocated until it is complete |
| Tax registration with the Belastingdienst | No confirmed statutory period is stated in the registry | Allocation of the KVK number | VAT and payroll obligations can still accrue even where the registration itself is late |
Where a period is not stated here, no confirmed figure exists in the norm registry for this cluster: check the current KVK and Belastingdienst guidance directly before relying on any number from another source.
Documents and proof
| Document | Who issues it | Form | Translation or legalisation |
|---|---|---|---|
| Extract from the home-country company register | The company register of the country of incorporation | Official extract, usually recent | Translated if not in Dutch, English, German or French; legalised or apostilled depending on the issuing country |
| Constitutional documents (articles of association) | The foreign company | Certified copy | Same translation and legalisation rule as the extract |
| Board or shareholder resolution appointing the representative | The foreign company's governing body | Original or certified copy | Translated where not in one of the accepted languages |
| Identification of the authorised representative and the UBOs | The individuals concerned | Copy of a valid identity document | Certified copy may be requested by KVK |
Cost
The Trade Register charges a registration fee set by KVK's own published tariff. That figure is not confirmed in the current norm registry for this cluster and is therefore not quoted on this page: check the current KVK tariff directly before budgeting for it. The costs that actually move the total are translation of foreign documents, legalisation or apostille where the issuing country requires it, and the volume of preparation work needed to assemble a complete file on the first attempt. A branch with straightforward, already-English constitutional documents and a recent register extract clears the filing faster and at lower document cost than one that has to chase certified translations from several jurisdictions. Bank account opening and Belastingdienst registration run on the bank's and the tax authority's own timelines and are not KVK charges.
Objections you will meet
"Surely the branch needs a Dutch-resident director." No such residency requirement exists in the Trade Register filing itself: the requirement is a complete and verifiable document trail for the authorised representative and the UBOs, not the representative's place of residence.
"A branch is a separate legal entity, so the parent's liability is limited." It is not separate: a Dutch branch is the foreign company operating under its own name in the Netherlands, and contracts signed through the branch bind the foreign parent directly.
"We only sell into the Netherlands online, so registration cannot apply to us." Registration is triggered by an actual Dutch establishment, such as premises, staff or a place where contracts are concluded here, not by the mere fact that Dutch customers can buy online from abroad.
Outcome and enforcement
At the end of the sequence, the foreign company holds a KVK number and a Trade Register extract for its Dutch branch. That extract is the document counterparties, banks and Dutch authorities will ask for as proof that the establishment exists and as evidence of who is authorised to act for it. It does not, by itself, create a separate pool of assets or a separate debtor: enforcement against the branch's Dutch activity runs against the foreign parent, using the branch's registered particulars to identify the correct address for service and the correct signatory.
Cross-border effect
The KVK extract is a Dutch domestic registration and is not automatically recognised as proof of anything outside the Netherlands. Where the extract or the underlying documents need to be used abroad, for a foreign bank, register or court, they typically need the same kind of legalisation or apostille in reverse that was required to bring the foreign documents into the Dutch file. Establishing the Dutch branch does not itself change the foreign company's legal personality or its home-country registration, which continues to run in parallel.
What this does not cover
- It does not cover incorporating a separate Dutch legal entity such as a BV, which is a different procedure with its own timeline.
- It does not cover the detailed mechanics of VAT or payroll tax registration with the Belastingdienst once the KVK number exists.
- It does not cover sector-specific licensing that may apply to the branch's actual activity, such as financial services or regulated trades.
- It does not cover UBO disclosure rules in detail beyond the fact that a declaration is filed alongside the branch registration.
- It does not cover the separate question of appointing an independent distributor or agent instead of establishing a branch.
Questions
Does establishing a branch create a new Dutch legal entity?
No. The branch is the foreign company's own establishment in the Netherlands, registered under its existing legal personality, not a new company.
Is there a residency requirement for the person who represents the branch?
No residency requirement is stated for the authorised representative in the Trade Register filing itself; the filing turns on complete identification and a verifiable resolution, not on where that person lives.
When exactly must the branch be registered relative to starting activities?
Under the applicable Dutch rules, registration attaches from the moment the establishment starts its activities in the Netherlands; no confirmed statutory number of days ahead of that moment is stated in the current registry for this cluster.
Last legal review: 2026-09-18
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Eva Kuipers — Governance and the Enterprise Chamber. Eva advises on how a Dutch establishment, branch or subsidiary is structured and governed once it exists, including the point at which governance questions escalate to the Enterprise Chamber.
For the wider governance framework a Dutch establishment sits inside once it is registered, see shareholders' agreements. Before deciding to wind the establishment down again, the timeline runs differently: see the timeline for exit proceedings (uittreding). Where a director of the resulting Dutch entity has never actually visited it, a related exposure is discussed under directors of a Dutch entity they never visited. Before any exit, a structure report sets out the registered particulars, filings and cross-border links of the resulting Dutch establishment. For the broader exit context, see structure reports used before an exit.