Setting Up a Dutch Subsidiary for a Foreign Parent Company

Not on the text of the statute. The English electronic deed is for founders who are nationals of an EU member state (art. 2:175a lid 1 BW). A parent company uses the Dutch paper deed and appears through a written power of attorney (art. 2:176 lid 1 BW), so nobody from the parent has to travel for the signing.

Not under company law: Book 2 BW sets no residence or nationality rule for a director (art. 2:242 lid 1 BW). Where the board really decides is judged on the circumstances (art. 4 lid 1 AWR) and matters for the participation exemption and fiscal unity, and a ruling needs relevant staff in the Netherlands. We do not supply directors.

Not as shareholder. It becomes liable by signing the art. 2:403 statement of joint and several liability, as a corporate director (art. 2:11 BW), as a policy-setter in a bankruptcy (art. 2:248 lid 7 BW), or by receiving a distribution the BV could not afford (art. 2:216 lid 3 BW). These are the statutory routes.

Yes, where the articles say so. They may oblige the board to follow instructions from another body, such as the general meeting the parent controls. The board follows them unless they conflict with the interest of the BV and its business, and its directors serve that interest, not the parent's (art. 2:239 lid 4 and 5 BW).

Dividend tax is 15 percent (art. 5 Wet DB 1965). It is 0 at source for an EU, EEA or treaty-state parent holding at least 5 percent, provided the arrangement is not artificial and the parent is the beneficial owner; the BV files a declaration within one month. Otherwise a lower treaty rate applies only with a permit requested first.

If the parent is affiliated and established in a low-tax or EU-listed state, the conditional withholding tax applies at 25.8 percent in 2026, the highest corporate tax rate. It covers dividends since 1 January 2024, as well as interest and royalties, and the dividend tax withheld is credited against it (Wet bronbelasting 2021). We raise it before the deed.

Only in an abuse case: where it holds the 5 percent interest with a main purpose of avoiding someone else's income tax, in an artificial arrangement (art. 17 lid 3 sub b Wet Vpb 1969). A safe harbour is set by ministerial regulation. A tax treaty usually allocates the gain on the shares to the parent's own state.

No. Both members of a fiscal unity must be established in the Netherlands (art. 15 lid 4 sub c Wet Vpb 1969), at a holding of at least 95 percent. Dutch sister BVs held by a top company in an EU or EEA state can form a fiscal unity with each other; the foreign parent stays outside it.

Intra-group terms are corrected to arm's length (art. 8b lid 1 Wet Vpb 1969), and the BV records how each price was set from the first transaction (art. 8b lid 3). A downward adjustment counts only if a matching upward one is taxed at the parent (art. 8bb). Master and local files start at EUR 50 million group revenue.

Yes, for services that benefit the BV, priced at arm's length and documented from the first invoice. Documented low value-adding services may be charged at cost plus 5 percent without a benchmark study. The parent's own shareholder activities, such as its general meetings, accounts and tax filings, are not charged to the BV (Verrekenprijsbesluit 2022).

A register extract, its articles, the board resolution with proof of the signatories' authority, the written power of attorney, and identity and UBO documents. Foreign public documents are legalised by apostille in a Convention state, or in two steps elsewhere, with a sworn translation where the notary asks. The notary sets the final list.

The KVK registration fee: EUR 85.15 in 2026 (art. 5 Financiële regeling handelsregister 2019). The notary's fee is not a state tariff; the KVK indicates EUR 500 to 1,500, depending on the notary. A BV has no statutory minimum capital, and a Dutch apostille on a BV document costs EUR 27 in 2026. Our fee is on request.

The parent's board resolves on the incorporation and grants a written power of attorney. Its documents are legalised, and the notary checks the parent and its UBOs and executes the deed in Dutch. The notary then files the BV and its UBOs with the KVK within one week, and the Belastingdienst writes within 2 weeks.

Until the first registration is filed, the directors are jointly and severally liable with the BV for every act that binds it during their term (art. 2:180 lid 2 BW). The filing is due within one week of the deed (art. 20 Hrw 2007). The notary files it, and we follow it through to the registration.

No official end-to-end figure exists. The official timings: the KVK filing within one week of the deed, the Belastingdienst's letter within 2 weeks, a VAT number within 10 workdays where the activity is taxable, and bank approval often 2 to 8 weeks. Collecting and legalising the parent's documents abroad has no official duration.