Executive Summary:
- Most foreign companies establish either a private limited company (BV), a public limited company (NV), or a branch office, with the BV being the most common choice.
- Incorporating a company in the Netherlands typically takes a few weeks, It involves executing a deed of incorporation, registering with the Chamber of Commerce, completing tax registration, and setting up employer registrations (if hiring employees).
- Companies should also budget for incorporation costs, ongoing accounting, payroll, tax, and corporate compliance obligations.
- Companies that don't need a permanent Dutch legal entity can hire employees through an Employer of Record (EOR).
The Netherlands is one of Europe's most appealing markets for international business, thanks to its central location, excellent quality of life, competitive tax policies, and highly skilled, multilingual workforce. So it's no surprise that many foreign companies want to establish a local presence there.
Opening a company in the Netherlands requires more than registering the business. Companies also need to complete tax registration, open a business bank account, and meet ongoing corporate obligations.
Understanding the process can help businesses decide whether establishing a Dutch legal entity is the right approach or whether an Employer of Record (EOR) or independent contractors are a better fit.
Choosing the Right Type of Legal Structure in the Netherlands
Before registering a business in the Netherlands, businesses need to decide which legal structure best fits their goals. The three most common options for foreign companies are the BV, the NV, and the branch office.
Private Limited Company (BV)
The besloten vennootschap (BV) is the most widely used legal entity structure for foreign companies establishing a presence in the Netherlands. It offers limited liability protection and flexible ownership rules that suit businesses of all sizes.
A BV can be incorporated with a minimum share capital of just EUR 0.01, making it a practical entry point for smaller and mid-sized international businesses, as well as enterprise-level corporations.
Public Limited Company (NV)
The naamloze vennootschap (NV) is typically reserved for larger companies that plan to raise capital through public share offerings or that have more complex, multi-tiered ownership structures. An NV requires a minimum share capital of EUR 45,000.
Branch Office
A branch office enables a foreign company to conduct business in the Netherlands without creating a separate legal entity. This can simplify some administrative steps, but it comes with a trade-off: The foreign parent company remains fully liable for the branch's obligations because there's no separate legal entity to absorb that risk.
A Step-by-Step Guide to Opening a Legal Entity in the Netherlands
Whether establishing a BV or an NV, the incorporation process follows the same general sequence, although the required documentation and capital requirements may differ.
Because a branch office is an extension of an existing foreign company rather than a separate legal entity, its registration process is different and isn't covered here.
Step 1: Choose the Appropriate Business Structure
Select the entity type that best matches the company's hiring plans, ownership structure, liability preferences, and long-term goals in the Dutch market. Most international businesses opt for the BV because of its flexibility and low capital requirement.
Step 2: Choose a Company Name
The company name must be distinguishable from existing businesses and comply with Dutch naming conventions. Businesses can check name availability through the Dutch Chamber of Commerce's Business Register.
Step 3: Prepare the Incorporation Documents
Prepare the incorporation documents, including the articles of association, ownership information, and management structure. For foreign shareholders, this typically also includes proof of identity and address for each shareholder and director.
Step 4: Execute the Notarial Deed of Incorporation
A Dutch entity doesn't legally exist until a Dutch civil-law notary drafts and executes the deed of incorporation. Once signed, the deed officially establishes the BV or NV, and the notary typically registers the company with the Chamber of Commerce. Foreign shareholders don't necessarily need to travel to the Netherlands, as many notaries can complete the incorporation remotely using video verification and a power of attorney.
Step 5: Register With the Dutch Chamber of Commerce
Once the deed is executed, the company is registered in the Dutch Chamber of Commerce's Business Register, known as the KVK Handelsregister. Upon registration, the company receives an official KVK number, a letter confirming registration, and an invoice for the registration fee. The KVK number is used in future business transactions.
Step 6: Complete Tax Registration
After KVK registration, the Dutch Tax Administration (Belastingdienst) registers the company for the applicable taxes, including corporate income tax and, where applicable, VAT. The Dutch Tax Administration typically contacts new companies by mail within two weeks of registration.
Step 7: Open a Business Bank Account
A Dutch business bank account is required to manage company finances and day-to-day operations. For non-resident founders, opening an account is often one of the more time-consuming steps because traditional Dutch banks apply strict know-your-customer (KYC) checks and may decline applications from non-residents.
Step 8: Register as an Employer
Companies planning to hire employees must set up payroll, register for wage tax withholding, and comply with Dutch social security and employment obligations. This includes making the required tax and social security contributions and meeting ongoing employer reporting requirements.
Timeline to Incorporate in the Netherlands
Many companies can complete the incorporation process within a few weeks, although the process can take as little as five to 10 business days for fully remote incorporations.
Once the notary drafts the deed of incorporation, registration with the Chamber of Commerce typically takes just one to three business days.
The overall timeline depends on a variety of factors, including document preparation, notary availability, processing times, and the time required to open a business bank account. Foreign shareholders, complex ownership structures, regulated industries, and banking delays can all extend the process.
Costs Associated With Opening a Legal Entity in the Netherlands
Incorporation Costs
Businesses need to budget for notary fees, Chamber of Commerce registration, legal documentation, and any government filing costs. Incorporating a new business typically costs between EUR 1,200 and EUR 3,500, depending on the type of entity. The entity type dictates how much share capital is needed — as little as EUR 0.01 for a BV or EUR 45,000 for an NV.
Ongoing Operating Costs
Beyond incorporation, companies need to plan for expenses associated with:
- Bookkeeping
- Tax filings
- Payroll administration
- Employer social security contributions
- Annual financial statements
- Professional accounting and/or legal support
In total, most businesses should budget approximately EUR 800 to EUR 2,000.
Ongoing Compliance Requirements
Accounting and Tax Compliance
Dutch companies must maintain accounting records, prepare annual financial statements, file corporate tax returns, and meet applicable VAT reporting obligations.
As of 2026, Dutch corporate income tax is charged at 19% on the first EUR 200,000 of taxable profit and 25.8% above that threshold. The standard VAT rate is 21%, with reduced rates of 9% or 0% applying to certain goods and services.
Employment Compliance
Employers are responsible for administering payroll, withholding wage taxes, making social security contributions, maintaining employment records, and meeting Dutch employment requirements.
Corporate Governance and Reporting
Companies must also keep statutory records current, including shareholder and director information, and report material corporate changes when they occur.
Dutch companies are also required to register their Ultimate Beneficial Owners — individuals who own more than 25% of the company — with the Chamber of Commerce.
When Opening an Entity in the Netherlands Makes Sense
Creating a legal entity in the Netherlands is often the right move for businesses planning a long-term presence or a significant investment in the Dutch market.
Opening an entity may be a good fit if a company:
- Plans for continuous operations in the Netherlands
- Needs to generate local revenue
- Expects to hire large teams
- Wants a permanent business presence
- Requires direct contract with Dutch customers or suppliers
- Needs significant operational control
- Expects significant growth in the Netherlands
Many companies wait to form a Dutch entity until they've validated the market or reached a level of growth where a permanent corporate structure supports their long-term strategy.
For smaller teams or companies still evaluating the Dutch market, the cost and administrative responsibilities may outweigh the benefits of establishing a local entity.
Alternatives to Opening a Legal Entity
For companies with more modest hiring plans, or those still testing the Dutch market, incorporating may be premature. Fortunately, there are other ways to hire employees in the Netherlands.
Hiring Independent Contractors
Independent contractors — known as ZZP'ers or “zelfstandige zonder personeel” —can provide flexibility for project-based work or specialized expertise without requiring a Dutch legal entity.
Businesses must still comply with Dutch worker classification rules, however, as misclassifying employees as independent contractors can result in fines and other compliance risks.
Partnering With an Employer of Record
An Employer of Record (EOR) allows companies to hire employees in the Netherlands without establishing a local legal entity. The EOR becomes the legal employer and manages employment contracts, payroll, employee benefits, tax withholding, and ongoing employment compliance. The hiring company continues to manage the employee's day-to-day work.
Partnering with an EOR can help companies:
- Hire employees faster
- Reduce incorporation costs
- Simplify employment administration
- Avoid establishing and maintaining a local entity
- Scale into multiple countries more efficiently
Hire in the Netherlands With RemoFirst
Hiring in the Netherlands doesn't have to begin with establishing a local entity. With RemoFirst's Employer of Record service, companies can hire employees in the Netherlands while RemoFirst manages employment contracts, payroll, statutory benefits, tax withholding, and ongoing employment compliance.
With local expertise in Dutch employment law, RemoFirst helps companies hire employees in the Netherlands without the cost and administrative burden of establishing and maintaining their own entity.
Ready to hire in the Netherlands? Book a demo with RemoFirst.
Frequently Asked Questions
Can a foreigner open a company in the Netherlands?
Yes. Foreign individuals and companies can establish a legal entity in the Netherlands. Most foreign businesses choose a private limited company (BV), although a public limited company (NV) or branch office may be more appropriate depending on the business's structure and goals.
How long does it take to incorporate a company in the Netherlands?
Many companies can complete the incorporation process within a few weeks. The process can take as little as five to 10 business days for fully remote incorporations. The overall timeline depends on factors such as document preparation, notary availability, business bank account opening, and the complexity of the ownership structure.
How much does it cost to open a company in the Netherlands?
Incorporating a company in the Netherlands typically costs between EUR 1,200 and EUR 3,500, depending on the type of entity and the services required. Businesses should also budget for ongoing expenses such as accounting, payroll administration, tax filings, annual financial statements, and employer obligations.
Can I hire employees in the Netherlands without opening a legal entity?
Yes. Companies that don't want to establish a Dutch legal entity can hire employees through an Employer of Record (EOR). The EOR becomes the legal employer and manages payroll, employment contracts, statutory benefits, tax withholding, and employer obligations, while the hiring company continues to manage employees' day-to-day work.
