How to Set Up an Entity in the Netherlands

Setting up an entity in the Netherlands is appealing for businesses seeking a gateway into the European Union (EU), thanks to its strategic geographic position, highly developed infrastructure, and internationally oriented business culture. Foreign investors frequently choose it as a base for expansion and consolidation across Europe.

The process of forming a local legal entity in the Netherlands is relatively streamlined by European standards, with considerable flexibility for foreign-owned structures. However, key challenges remain—such as navigating Dutch corporate law, ensuring proper registration in the business register, meeting tax and social-security obligations, and managing bilingual or Dutch-language documentation. When done correctly, the benefits include a credible European presence, limited liability, and access to the Dutch legal and tax framework.

Disclaimer: This content is for informational purposes only and does not constitute legal, tax, or financial advice. Always consult official sources before acting.

What does “opening an entity” mean in the Netherlands?

“Opening an entity” in the Netherlands means formally establishing a legal entity or branch in the country, registering it with the appropriate authorities, obtaining the necessary tax and corporate identifiers, and thereby becoming legally operational under Dutch law. This typically involves choosing a legal form, drafting and filing incorporation documents, and establishing compliance mechanisms.

Entity overview in the Netherlands

The table below provides a concise overview of the main entity types, registration requirements, and key considerations for setting up a company in the Netherlands.

Step-by-step guide: How to open an entity in the Netherlands

Step 1: Choose the right structure

For Dutch citizens and residents, the private limited company (BV) is the most common structure for setting up a business. This entity offers limited liability, flexibility in governance and ownership, and no significant capital requirement. It’s well-suited for trading operations, holding companies, or group structures seeking a stable and scalable legal form.

Foreign investors also typically choose a BV, as it allows full foreign ownership and no local director residency requirement. Companies that already operate abroad may instead register a branch of their foreign company to establish a presence in the Netherlands without forming a new legal entity. Larger enterprises or those planning a public listing often opt for a public limited company (NV), which comes with stricter governance obligations.

Step 2: Verify business name availability

You should check and reserve your company name via the KVK Business Register portal. The name must include the legal suffix (e.g., “BV” for a private limited company). You can perform a name search on the KVK website and ensure it does not conflict with an existing registered company. For branches of foreign companies, you must include the foreign parent’s name or branch indicator. Registration forms for new businesses are available via the KVK site (see “Register your foreign business with the KVK”).

Step 3: Prepare incorporation documents

You will need to collect and prepare a set of standard documents before incorporation. Key documents include:

• The deed of incorporation drafted by a Dutch civil-law notary (articles of association)
• Proof of identity and address for all shareholders and directors
• A certified copy of the registration of the parent company (if foreign entity) and translation if required (English, Dutch, German, or French allowed)
• Decision of the shareholder(s) to incorporate (for a branch or foreign structure)
• Registered Dutch business address for the entity (required for KVK registration)

Step 4: Register with the KVK

For a Dutch BV, you must engage a civil-law notary who drafts the deed and submits it for registration. Since 2024, this entire process—including finding a notary—can be completed fully online. Once registered, you receive a KVK number and, if applicable, a Legal Entity Identifier (LEI), confirming that your company is legally constituted. For a foreign company branch, you file the appropriate forms (e.g., Form 6, Form 11, Form 13) with KVK.

Step 5: Register for tax and social security

After incorporation, you must register with the Dutch Tax and Customs Administration (Belastingdienst) to obtain your corporate tax number, VAT (BTW) number, wage tax withholding number, and any social security registration for payroll. The KVK will automatically pass your details to the Tax Administration, but additional employer registrations are required if you plan to hire staff.

Step 6: Open a corporate bank account

Although not legally mandatory in all cases to deposit share capital for a BV (the minimum is minimal), opening a Dutch bank account is strongly recommended for local operations, securing contracts, and managing payroll and tax reporting. Banks will conduct KYC (Know Your Customer) checks on directors and beneficial owners. Remote account opening is possible but may take more time and require travel or certified copies of documents.

Step 7: Set up payroll and employment compliance

If you intend to hire employees in the Netherlands, you must register as an employer, set up payroll (with monthly withholding of wage tax and social insurance contributions), provide compliant employment contracts under Dutch labor law, enroll employees in statutory benefits (pension, health insurance if applicable), and maintain records. Employers must withhold salary tax and national insurance contributions from the employee’s salary and remit them to the Tax and Customs Administration.

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Post-registration obligations

After incorporation, companies in the Netherlands must stay compliant with local governance, tax, and employment laws. Typical requirements include:

• Tax and financial reporting: File annual corporate income tax returns with the Tax Administration; submit VAT returns (generally quarterly) and file annual accounts in accordance with Dutch accounting standards (which align with EU directives).
• Corporate registers: Maintain up-to-date records of directors, shareholders, and beneficial owners (if applicable) and update changes with the KVK within required timeframes.
• Compliance tracking: Monitor all tax, licensing, and corporate-filing deadlines via a compliance calendar or automated system to avoid late penalties.
• Licenses and renewals: Depending on operations, renew required business licenses, trade permits, or professional registrations with relevant authorities based on their renewal cycles.
• Recordkeeping: Retain accounting records, payroll data, HR, and transaction files for the legally required minimum period (usually 7 years in the Netherlands).
• Employment law compliance: Adhere to Dutch labor law, benefits contributions, data-protection obligations, and any industry-specific rules, maintain valid employment contracts, payroll reporting, and insurance coverage.

Taxes and financial considerations

Key tax obligations to keep in mind:

• Corporate income tax: Dutch resident companies are taxed at 19% on profits up to EUR 200,000, and 25.8% on profits above that for 2025.
• VAT: The standard VAT rate is 21%, with a reduced rate of 9% on certain goods and services and a 0% rate for specific exports or intra-EU transactions.
• Payroll/social contributions: Employers must withhold wage tax and national insurance contributions, and contribute employer social-insurance premiums, which typically add an estimated 24–36% on top of gross salary, depending on sector and contract.
• Accounting standards: Companies generally must prepare annual financial statements according to Dutch GAAP or, if applicable, IFRS (for larger groups).

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Expand internationally with Deel

Whether you’re hiring through an EOR or establishing your own local entity, Deel’s all-in-one platform gives you everything you need to expand into the Netherlands—quickly, compliantly, and with confidence. From market entry to ongoing operations, Deel helps you hire, onboard, and manage teams seamlessly from day one.

With Deel, you can:

• Test new regions using Deel’s local entities through our Employer of Record service—hire employees compliantly, delegate payroll and taxes, and access localized employment contracts.
• Open entities with Deel Entity Setup, where our team manages everything—from incorporation and tax registration to coordination with local experts.
• Centralize your compliance and records with Deel Entity Management, including automated filings, calendar reminders, and visibility across all entities.
• Integrate with Deel Global Payroll and Deel HR for compliant payments, benefits, and workforce oversight—all in one platform.

For companies transitioning from the EOR model to owned entities, Deel ensures a smooth handover and consistent compliance every step of the way. Enter new markets, onboard talent, and manage your global workforce—all through one unified platform.

FAQs

How long does it take to open an entity in the Netherlands?
Typically, 1–4 weeks, depending on how fast the civil-law notary drafts the incorporation deed and the KVK processes registration. Find out how long setup takes with our Entity Setup Calculator.

What is the minimum capital required?
For a Dutch BV, the minimum share capital can be as low as €0.01. For a public NV, the minimum is €45,000 (≈ $49,800 USD).

Can foreign companies own 100% of an entity in the Netherlands?
Yes. Non-resident individuals or foreign legal entities can be shareholders in a Dutch BV and own 100 % of the entity.

Do I need a local director or representative?
No Dutch-resident director is required for a BV in most cases; you may appoint foreign directors. However, a local registered business address is required.

How much does it cost to register an entity?
While the share capital requirement is minimal, you should budget for notary fees, registration fees at the KVK, and perhaps professional service costs. Use our Entity Setup Calculator for a detailed estimate.

Can I hire employees before the entity is fully registered?
Typically, no—you must complete registration, obtain your tax/employer registrations before hiring staff. However, through Deel’s Employer of Record (EOR), you can hire talent immediately while the entity setup is in progress.

Can Deel help me open an entity in the Netherlands?
Yes. Deel Entity Setup manages the end-to-end process—from registration to payroll compliance—in over 100 countries, including the Netherlands.

Does Deel offer ongoing compliance and payroll support?

Yes. Deel offers both managed services and self-service tools to help you stay compliant.

If you’re using Deel Entity Management, Maintenance, EOR, or Payroll, our team handles payroll, benefits, filings, and compliance obligations on your behalf.

For teams managing their own entities, Deel Compliance Hub makes staying compliant simple by providing real-time regulatory updates, risk alerts, and workforce insights across 150+ countries. Proactively manage compliance with our Compliance Monitor, Workforce Insights, and an AI-powered Worker Classifier, staying ahead of changing employment laws.

Can I switch from Deel EOR to my own entity later?
Yes. Deel supports seamless transitions when you’re ready.