# Establishing a branch of a foreign company: who files, where, and in what language
You are here because a foreign company has decided to open a Dutch branch and now needs to know who files the registration, at which office, and in which language. This page sets out that filing route only, not the tax or employment consequences of the choice. Registration runs through the Dutch Commercial Register, administered by KVK, in Dutch.
The situations that bring people to this decision
A foreign group has won a Dutch contract and needs a registered local presence before it can invoice, without incorporating a full subsidiary yet. A foreign company is testing the Dutch market through a representative office and wants to know whether that activity already counts as a branch. A foreign company has been operating in the Netherlands for some time through local staff or a local address and discovers, usually during due diligence before a transaction, that no branch was ever registered. All three situations ask the same question: who files and where.
The route, step by step: who acts and where
This sits within our corporate law and governance practice, not within employment or tax law once the branch is actually trading.
| Step | Who acts | Where |
|---|---|---|
| Decide branch or subsidiary | The foreign company's board, advised on Dutch law | Abroad |
| Resolve to establish the branch | The foreign company's governing body | Abroad |
| Legalise the constitutional documents | The competent authority in the country of origin | Country of origin |
| Certified translation into Dutch | A sworn translator | Netherlands or country of origin |
| File the registration | An authorised representative of the branch | Dutch Commercial Register, held with KVK |
| Disclose the ultimate beneficial owners | The same filer | UBO register, held with KVK |
| Register for tax purposes | The branch or its Dutch tax representative | Belastingdienst |
| Register as an employer, if staff are hired locally | The branch | Belastingdienst |
Where you file, and in what language
KVK administers the Dutch Commercial Register nationally. You do not choose an office; the branch is entered against the register in the location tied to its registered address in the Netherlands. The registration form itself is completed in Dutch. Supporting documents issued abroad in another language are not accepted as filed; they need a certified translation before the file is treated as complete.
| Document | Language required for filing | Legalisation before translation |
|---|---|---|
| Extract from the home register | Dutch | Apostille or legalisation, depending on the country of origin |
| Board resolution establishing the branch | Dutch | Signed and dated in the country of origin |
| Identification of the authorised representative | Dutch | Certified copy |
| Registration form itself | Dutch | Not applicable |
Legalisation and translation are sequenced, not parallel. A document translated before it is legalised in its country of origin usually has to be translated again once the legalisation stamp is added to the file.
What the timeline actually looks like
Under the applicable Dutch rules, a branch is registered without undue delay once it starts its activities in the Netherlands. No fixed day count for this cluster is confirmed against a source we can cite here, so the honest position is: earlier is safer than later, and the KVK file is not treated as complete until translation and legalisation are both in it.
| Phase | What happens | What drives how long it takes |
|---|---|---|
| Preparation | Legalisation and translation of foreign documents | Number of documents, and whether the country of origin is a Hague Apostille Convention member |
| Filing | Submission of the Commercial Register form and evidence | Completeness of the file on first submission |
| Registration | KVK issues a Chamber of Commerce number for the branch | Processing at KVK, not something the applicant controls |
| Follow-on filings | Tax registration and, where relevant, UBO disclosure | Depends on the branch number being issued first |
What we need from you before we start
- A recent extract from the foreign company's home register
- The constitutional documents of the foreign company
- Identification of who will represent the branch in the Netherlands
- A description of the branch's intended activities and its Dutch address
- Confirmation of whether staff will be hired locally at the outset
Where the ownership chain behind the foreign company runs through more than one layer before reaching an individual, a structure report that sets out the full chain speeds up the UBO step considerably. Where the branch is being set up ahead of a funding round, the before-investment scenario covers what an investor will ask to see.
What drives the cost
- The number of documents that need a certified translation, and whether more than one language is involved
- Whether the country of origin is party to the Hague Apostille Convention, or requires full legalisation through an embassy
- The number of people who need to be identified as authorised representatives
- Whether the ownership chain behind the foreign company runs through several jurisdictions before reaching an individual
- Whether the branch registers as an employer from the outset or only later
What we would need to see before advising
- The foreign company's current extract from its home register
- The intended scope of the branch's activities in the Netherlands
- The ownership chain up to the individuals who are its ultimate beneficial owners
- Whether the branch is one leg of a joint venture or a wholly owned extension of the parent
- Whether local staff are already in place or planned within the first months
Where the branch is one leg of a joint venture, the deadlock mechanics that apply if the partners disagree follow a separate route; see appeal and review in joint venture deadlock.
The decisions that stay with you
- Whether to register a branch or incorporate a separate Dutch subsidiary
- Who is named as the branch's authorised representative
- The scope of activities disclosed at registration
- The timing of the filing relative to the date trading actually starts
What can go wrong and what we do about it
- Foreign documents are rejected for missing legalisation. We sequence legalisation before translation, so the translated document does not have to be redone.
- The name on the home register does not match the intended Dutch trading name. We check this before filing, not after a rejection.
- The UBO chain is unclear because the foreign parent's ownership runs through several layers. We request register extracts up the chain before the file goes in.
- A dispute arises later about who was authorised to act for the branch at filing. If it escalates, that dispute is decided by the Dutch court with jurisdiction over the register entry, not by KVK itself.
- The representative named at filing later faces a claim connected to the branch's conduct; that is a separate matter, covered under director defence.
What this does not cover
- The tax consequences of operating through a branch rather than a subsidiary, including permanent establishment questions
- Employment law obligations once local staff are hired
- Sector-specific licensing that may apply to the branch's activities
- Whether a shareholder or partner in the underlying structure can later force an exit; see exit proceedings: who files and where
Questions
Does a foreign company have to register a branch, or can it trade in the Netherlands without one?
Under Dutch law, a foreign company that carries on a lasting activity in the Netherlands through a fixed place of business registers that presence in the Dutch Commercial Register. Occasional trading without a fixed establishment does not automatically require registration, but the line is fact-specific. Where the branch already has a Dutch address, staff or a bank account, registration is generally required.
Can the registration be filed in English?
The registration form itself is completed in Dutch, because it is filed with a Dutch register. Supporting documents issued abroad in another language are accepted for legalisation purposes in their original language but need a certified Dutch translation before the file is treated as complete. English fluency at the counter does not change what the file itself must contain.
What is the practical difference between a branch and a subsidiary for this filing?
A branch is not a separate legal entity: the foreign company remains the party liable for what the branch does. A subsidiary, typically a Dutch BV, is incorporated separately and carries its own liability. The registration route differs accordingly: a branch is entered against the foreign company's own registration; a subsidiary is incorporated first and then registered.
Who is allowed to sign the registration on behalf of the foreign company?
The person named as the authorised representative for the branch, identified in the constitutional documents or the board resolution establishing the branch. KVK checks that this authority is documented; it does not decide who that person should be. Where more than one person can act, the file should say so explicitly, to avoid a later dispute about authority.
What happens if a branch has been trading without ever being registered?
The activity itself does not become unlawful, but the gap is usually corrected retroactively once discovered, most often during due diligence before a transaction. Registering late does not erase the period the branch traded unregistered; it closes the gap going forward. Where the omission surfaces during due diligence, it is treated as a fact to disclose, not a defect to hide.
Talk to us before you file
A scoping call of thirty minutes covers the route above against your actual documents: what is already legalised, what still needs translation, and where the file is likely to be rejected on first submission. Bring the foreign company's current register extract and its constitutional documents; you leave with the filing sequence in the order it should happen, not just the list of what is needed. Where the ownership chain behind the branch needs mapping before the UBO step, a structure report sets that chain out in writing, delivered separately from this filing work. This procedure sits under our corporate law and governance work; where the branch later becomes part of a shareholder dispute, see shareholder disputes.
Last legal review: 2026-09-18