Business Lawyer

As a business lawyer in the Netherlands, we advise international companies on setting up, running and protecting their Dutch business. We work for foreign parent companies, foreign shareholders and founders who contract with Dutch parties, in English and Dutch. The first step is a short call about your plans, your structure and the contracts already in place.

What can we help you with?

• choosing between a Dutch branch office and a Dutch subsidiary (BV);
• incorporating a BV with a foreign parent company or foreign shareholders;
• cross-border contracts with Dutch customers, suppliers and distributors;
• choice of law, choice of court and arbitration clauses;
• the duties and liability of directors of a Dutch company;
• a shareholders' agreement or joint venture with a Dutch partner;
• disputes with Dutch parties and enforcement of judgments.

How can a foreign company start doing business in the Netherlands?

You can operate through a branch office of the foreign company or through a Dutch subsidiary, usually a BV. A branch is not a separate legal entity, so the foreign company remains directly liable for its obligations.

A branch must be registered with the Netherlands Chamber of Commerce (KVK). A BV is incorporated by a deed of a Dutch civil-law notary, including the articles of association. There is no minimum share capital for a BV. The notary identifies the shareholders and directors, and the ultimate beneficial owners (UBOs) must be registered with the KVK.

Plan the bank account early. Dutch banks carry out a know-your-customer review of the structure and the UBOs, which can take several weeks for foreign groups. Tax and payroll registration are matters for your tax adviser. Our guide on setting up a company in the Netherlands sets out the practical steps. The government portal business.gov.nl also lists the registrations for foreign entrepreneurs.

Which law applies to your cross-border contracts?

Within the EU, the parties to a commercial contract are in principle free to choose the applicable law under the Rome I Regulation. Without a choice, the law of the country of the party that provides the characteristic performance usually applies.

For international sales of goods, the Vienna Sales Convention (CISG) applies automatically if both parties are in contracting states, unless it is excluded. Many companies are not aware of this. General terms and conditions require attention too. Under Dutch law, they must in principle be provided to the other party before or at the conclusion of the contract. If both parties refer to their own terms, Article 6:225 of the Dutch Civil Code generally gives priority to the first reference. Read more in our article on what international companies need to know about Dutch contracts.

Where will a dispute be decided, and can the judgment be enforced?

A clear forum clause decides where disputes go: a Dutch court, a foreign court or arbitration. Judgments from other EU member states are enforced in the Netherlands without a separate recognition procedure under the Brussels I bis Regulation.

Judgments from outside the EU are a different matter. Unless a treaty applies, the claimant usually has to start new proceedings in the Netherlands, in which the foreign judgment can play an important role. Arbitral awards are enforceable in more than 170 countries under the New York Convention. Dutch district courts conduct proceedings in Dutch. For international commercial disputes, the parties can agree on the Netherlands Commercial Court (NCC) in Amsterdam, which hears cases in English. See our article on jurisdiction and enforcement issues.

What should foreign shareholders and directors of a Dutch BV know?

A Dutch BV protects shareholders against the company's debts, but directors can be personally liable. That includes foreign directors and, in some cases, a parent company that acts as de facto director.

Directors' duties

Directors must act in the interest of the company and its business, not only in the interest of the parent (Article 2:239 of the Dutch Civil Code). Proper bookkeeping and timely filing of the annual accounts are essential. In a bankruptcy, failing these duties creates a presumption of improper management under Article 2:248 of the Dutch Civil Code.

Group arrangements

A parent can use the group exemption of Article 2:403 of the Dutch Civil Code, so the subsidiary does not have to publish full accounts. In return, the parent issues a declaration of joint and several liability for the subsidiary's debts. Intragroup agreements, such as management, financing and cost-sharing agreements, should be in writing and at arm's length.

How does working with Law & More work?

1. Introductory meeting: we discuss your business plans, the group structure and your timetable.
2. Advice and cost estimate: we propose the structure, the contracts needed and a budget.
3. Approach and negotiation: we draft and negotiate the documents with notaries, banks and your counterparties.
4. Proceedings or completion: we complete the set-up or, in a dispute, conduct the proceedings in the Netherlands.

What does a business lawyer in the Netherlands cost?

Our hourly rate is 250 to 350 euros excluding VAT for a lawyer and 300 to 400 euros excluding VAT for a partner. We agree the rate in advance and can quote a budget for a defined project, such as incorporating a BV.

The introductory meeting is free of charge. A one-off advice meeting without further assistance costs 300 euros including VAT. Notary fees, KVK fees, court fees and bailiff's costs are charged separately. Legal aid via the Legal Aid Board (Raad voor Rechtsbijstand) exists, but we do not work on that basis. We do not give tax advice; we work alongside your tax adviser.

Who handles your case?

International business matters are handled by our corporate lawyers Tom Meevis, founder and managing partner, and Ruby van Kersbergen. You can meet the whole team on our team page. Employment questions for your Dutch staff are handled by our employment lawyers.

Frequently asked questions

Do I need a Dutch BV to do business in the Netherlands?

No. A foreign company can also operate through a registered branch office or simply contract with Dutch customers from abroad. A BV limits liability to the Dutch entity and is often preferred by Dutch banks, customers and employees. A branch is quicker to set up, but the foreign company remains directly liable. The right choice depends on your risks, plans and tax position.

Can a foreigner be the director of a Dutch BV?

Yes. Dutch law does not require directors or shareholders to be Dutch nationals or residents. The notary and the bank will identify the directors and UBOs, which takes more time for foreign persons. Foreign directors have the same duties and the same personal liability risks as Dutch directors. Where the director lives can have tax consequences, which your tax adviser should check.

Can I choose English law for a contract with a Dutch company?

Yes, in commercial contracts the parties are generally free to choose the applicable law. Some mandatory rules still apply, for example in employment and commercial agency relationships. Combine the choice of law with a matching forum clause, because a Dutch court applying foreign law adds time and costs. A business lawyer in the Netherlands can align both clauses with your enforcement needs.

Are court proceedings in the Netherlands possible in English?

Ordinary Dutch courts conduct proceedings in Dutch, although documents in English are often accepted as evidence. The Netherlands Commercial Court in Amsterdam hears international commercial disputes entirely in English, if the parties have agreed on it in writing. Arbitration is another option, with a free choice of language. We advise on the forum before a dispute arises.

Is a foreign parent company liable for its Dutch subsidiary?

In principle not: the BV is a separate legal entity. A parent can become liable if it issued a declaration under Article 2:403 of the Dutch Civil Code, gave guarantees, or acted wrongfully towards the subsidiary's creditors. Close involvement in management can create a risk of liability as a de facto director in a bankruptcy.

Which Dutch rules apply to employees of a foreign company?

Employees who usually work in the Netherlands are protected by mandatory Dutch employment law, even if the contract chooses another law. That covers, for example, dismissal protection and the minimum wage. Non-EU employees may also need a work permit or residence permit. Our employment and immigration lawyers can advise on hiring staff in the Netherlands.

In doubt about your position? Tell us about your situation. We will let you know within one working day what your options are. Use our contact form, call +31 40 369 06 80 or e-mail info@lawandmore.nl.

Law & More, Marconilaan 13, 5612 HM Eindhoven (+31 40 369 06 80) and visiting location Pietersbergweg 291, 1105 BM Amsterdam (+31 20 369 71 21). Available Monday to Friday 08:00-22:00, Saturday and Sunday 09:00-17:00.

This page provides general information and does not replace advice on your specific situation.