Foreign companies that are not resident in the Netherlands can promote their commercial interests and settled here a constant presence by setting up a liaison office. The Dutch law does not categorize the liaison offices in the Netherlands as entities with legal personality, as this forms do not act independently and have no independent existence, but are entirely dependent on and subordinated to foreign companies that have set them up in the Netherlands.
In most cases, foreign companies have an interest to settle a liaison office in the Netherlands for local market research, both to promote and introduce products in this market and also in order to conclude contracts with commercial partners in the Netherlands.
The steps for opening a liaison office in the Netherlands are presented in the infographic below:
The liaison office as a business for foreign companies in the Netherlands
Even if it is recognized by the Company Law in the Netherlands, the representative office is not the preferred choice of representatives of foreign companies because of the restrictions related to undertaking commercial activities. For such activities, the branch office and the subsidiary are more suitable.
Foreign companies interested in opening Dutch liaison offices, however, will have certain advantages, among which:
the simple establishment procedure which does not imply registration with the Dutch Companies Register;
the possibility of hiring employees, no matter if they are transferred from the parent company’s home country or they are Dutch residents;
the liaison office can register for VAT purposes and obtain VAT refunds under certain circumstances;
other tax benefits can be obtained when the parent company transfers employees from its home country;
a thorough research of the Dutch market through the liaison office can represent a future success when opening a branch or a subsidiary.
Documents for setting up a representative office in the Netherlands
As mentioned above, the representative office is not required to register with the Trade Register in the Netherlands, but with the municipality in the city it will operate. The documents related to opening a Dutch representative office are the foreign company’s decision to open it, its Articles of Association and a copy of its Certificate of Registration. The parent company must also designate a liaison officer who will obtain a residence permit when arriving in the Netherlands.
The municipality will also provide the registration application which needs to be filed when setting up the Dutch liaison office.
It is also necessary for the representative office to rent a space in which it will complete its activities. The liaison office must bear the name of the parent company, just like in the case of a branch office.
Our company formation advisors in the Netherlands can offer detailed information on the formalities and documents which need to be filed when opening a representative office.
Opening a bank account for a Dutch liaison office
Even if it is not a mandatory requirement, the representative of the foreign company in the Netherlands can set up a bank account here in order for the liaison office to complete its activities. This is will also represent an advantage when filing for tax returns or when the parent company decides to change the business form and convert the Dutch liaison office into a branch.
You can rely on us if you want to set up a corporate bank account for your liaison office or company in the Netherlands.
Activities undertaken by a Dutch liaison office
Given the overall status of dependency and subordination to foreign companies, a liaison office in the Netherlands cannot develop its own activity (cannot produce goods and cannot provide services), but it can only support activities for the parent company, such as commercial activities (marketing, promotion and advertising). A liaison office in the Netherlands can also provide information for scientific research or for similar activities which have only an auxiliary character for the foreign company.
Often, a liaison office in the Netherlands serves as an intermediary between the foreign company and business partners in the Netherlands, which means that it stands as a representative of the parent company (in the name and on behalf of the company).
Because the representative office cannot generate income, foreign investors in the Netherlands who want to establish themselves on the market can choose to open a branch instead. This business form is highly dependable on the parent company but, unlike the liaison office, it can engage in an actual business activity.
We invite you to watch a video about the Dutch liaison office and starting a business in the Netherlands:
Registration of a liaison office in the Netherlands
A liaison office in the Netherlands doesn't need to be registered with the Dutch Chamber of Commerce. A liaison office in the Netherlands is considered to simply provide information to its parent company or administrative services and does not involve in any trade activities. This is why this type of establishment is not subject to taxation in the Netherlands
However, a liaison office in the Netherlands can become an employer and, in this case, it needs to register itself with the relevant tax authorities in the Netherlands for the purpose of personal income taxation. A work permit and a residence permit are needed for the foreign individual who acts as the liaison officer in the Netherlands on behalf of the foreign company.
The VAT incurred by a liaison office in the Netherlands is under certain conditions eligible for a refund. In this sense, a liaison office in the Netherlands can obtain a refund when the foreign company files a periodical request with the Dutch tax authorities.
A liaison office is the first step for foreign entrepreneurs who decide to enter the Dutch market. It can be transformed into a branch afterward if the investor decides to expand the scope of his activities in the country.
Taxation of a Dutch liaison office
Considering the Dutch representative office will not undertake any commercial activity, it will not need to pay any taxes in the Netherlands. However, it can register for taxation and VAT purposes and thus obtain tax refunds. The liaison office can also obtain the status of a permanent establishment if a foreign company decides to operate on the Dutch market. In this case, it is best to have the representative office registered for taxation.
The Netherlands is one of the most appealing business destinations in Europe and the European Union and even if the liaison office is not itself a legal entity, it gives legitimacy to a foreign company which is recognized by the Dutch laws. In other words, a foreign company is not required to register a structure acknowledged by the Dutch law in order to be recognized in the Netherlands, which is why the representative office can be a good choice before registering a local legal entity.
- in 2017, 357 foreign companies invested 1.67 billion euros in the Dutch economy;
- the 372 foreign companies operating in the country at the level of 2018 generated more than 9,800 new jobs;
- the same companies contributed to the Netherlands’ economy with 2.85 billion euros in 2018;
- in 2018, the Foreign Investment Agency attracted 248 foreign investment projects in the country.
You can find out more about a liaison office in the Netherlands by contacting our company formation agents who can provide you representation and information about starting a business in the Netherlands.