Syarikat asing di Belanda: perangkap undang-undang yang perlu dielakkan

A foreign company can do business in the Netherlands through a registered branch or through a Dutch private limited company (besloten vennootschap, BV), and most legal problems start with that choice. The other recurring pitfalls are applying a home-country employment template to Dutch staff, underestimating the 104-week obligation to pay a sick employee, and general terms that were never validly made part of the contract.

Dutch law is codified and accessible, but much of it is mandatory: contracts cannot deviate from it. This article sets out the rules behind each pitfall, from the choice of legal form and registration to employment, contracts, forum, intellectual property and data protection.

Branch or Dutch BV: which structure should you choose?

Choose on liability, not on speed. A branch is quicker to open, but the foreign parent is directly liable for everything the branch does; a BV confines liability to its own assets.

A branch is a registered establishment of the foreign entity, not a separate legal person. Creditors, employees and authorities deal with the foreign parent itself. A BV is incorporated by notarial deed before a Dutch civil-law notary (notaris) and is a legal person from that moment, subject to the rules on directors’ liability in Book 2 of the Dutch Civil Code (BW).

A sales office with a few staff and no local contracting can work well as a branch. A business that will hire staff, lease premises, contract with Dutch customers and hold intellectual property is usually better served by a BV, which is also easier to sell or restructure later. Acting in the name of a BV before it exists binds the person who acts personally until the BV ratifies the transaction; see our guide to the BV dalam pembentukan. The practical sequence is set out in our article on the langkah undang-undang yang anda tidak boleh langkau.

Whether the Dutch activity creates a taxable presence is a separate question for a tax adviser, with its own rules at the Belastingdienst. Settle the legal structure first, on liability and governance grounds.

Which registrations and filings apply?

Both a branch and a BV must be entered in the Daftar Perniagaan (Handelsregister) Dewan Perniagaan (KVK), and a BV must register its ultimate beneficial owners in the UBO register. After that, the bookkeeping and annual-accounts duties of Book 2 BW apply every year.

Register the persons authorised to represent the company carefully. Third parties may rely on what the register says, so an outdated entry can bind the company to a contract signed by someone who no longer has authority.

UBO registration remains compulsory. Since the judgment of the Court of Justice of the European Union of 22 November 2022, the register is no longer open to the general public; access is limited to authorities and parties with a legitimate interest. Banks ask for the UBO extract when the Dutch account is opened, so this step is often on the critical path.

Under Article 2:10 BW the board must keep records from which the company’s rights and obligations can be known at any time, and must retain them for seven years. Under Article 2:394 BW a BV must publish its annual accounts no later than twelve months after the end of the financial year. If these duties are not met and the company goes bankrupt, Article 2:248(2) BW provides that the board has performed its task improperly and presumes this was an important cause of the bankruptcy. That is the usual route to personal liability of directors.

Which employment obligations do foreign employers underestimate?

Three obligations cause most surprises: continued pay during sickness, the closed system of dismissal, and collective labour agreements. Dutch employment law is largely mandatory, whatever the group handbook says.

Sickness: 104 weeks of pay and reintegration

Under Article 7:629 BW a sick employee keeps the right to 70% of the wage for 104 weeks, and in the first 52 weeks at least the statutory minimum wage. The employer must work on reintegration under the Gatekeeper Improvement Act (Wet verbetering poortwachter), with a problem analysis and a plan of action at fixed moments. If the UWV finds at the end of the two years that the employer did too little, it extends the pay obligation by up to 52 weeks (Article 25(9) WIA).

Dismissal: agreement or permission

An employer cannot simply terminate. Either the employee agrees in a settlement agreement (vaststellingsovereenkomst), or permission is needed: from the UWV for redundancy or long-term incapacity, and from the subdistrict court (kantonrechter) for grounds such as underperformance, a disturbed working relationship or culpable conduct. The reasonable grounds are listed exhaustively in Article 7:669 BW, and a file that does not support the chosen ground fails.

On termination at the employer’s initiative, a transition payment (transitievergoeding) is due under Article 7:673 BW: one third of a monthly salary per year of service, accruing from the first day. It is therefore also owed when the employer ends the contract during the probationary period. The cap in 2026 is €102,000, or one annual salary if that is higher.

Collective agreements, posting and labour supply

A sector collective labour agreement (CAO) can be declared universally binding by the Minister of Social Affairs. It then applies to every employer in the sector, member or not, and sets pay scales, allowances and often pension obligations. Foreign employers posting workers to the Netherlands must notify the posting in advance through the Dutch posted workers portal and observe the Dutch core employment conditions.

Companies that supply workers to other businesses face the new admission system under the Act on admission for the supply of workers (Wet toelating terbeschikkingstelling van arbeidskrachten, Stb. 2025, 385). By Royal Decree of 24 June 2026 (Stb. 2026, 159), the application procedure enters into force on 1 January 2027, and the ban on supplying or hiring workers without admission, with supervision and enforcement, follows on 1 January 2028. Our overview of hak pekerja di Belanda menetapkan bahagian pekerja dalam peraturan ini.

Which Dutch contract rules override an imported template?

Freedom of contract is the starting point, but commercial agency, consumer sales, retail leases and general terms have rules you cannot contract out of. A foreign template that ignores them fails exactly where you need it.

Commercial agency is the clearest example. Where a Dutch agent negotiates contracts for a principal on a continuing basis, Article 7:437 BW sets a notice period of four months, plus one month after three years and two months after six years, unless the parties agreed otherwise within the statutory limits. On termination, Article 7:442 BW gives the agent a goodwill indemnity (klantenvergoeding) for customers who continue to benefit the principal. Distribution agreements fall outside this regime, so the choice between agent and distributor must be made deliberately.

Consumers have a fourteen-day right of withdrawal for distance and off-premises contracts under Article 6:230o BW, and a statutory conformity standard that cannot be reduced. Leases of retail, restaurant and craft premises fall under the protective regime of Article 7:290 BW and the following articles.

General terms are where imported documents most often fail. Under Articles 6:233 and 6:234 BW the user must give the other party a reasonable opportunity to read the terms, in principle by handing them over before or when the contract is concluded; otherwise a clause, including a liability cap, can be annulled. Large companies, such as those publishing annual accounts or employing 50 or more people, cannot rely on these grounds (Article 6:235 BW). Where both parties refer to their own terms, Article 6:225(3) BW gives effect to the first reference unless the other party expressly rejects those terms. Our overview of the jenis perjanjian perdagangan di bawah undang-undang Belanda shows which regime attaches to which contract.

In which language, under which law and before which court?

Commercial contracts may be in English; Dutch law does not require Dutch. Court proceedings are in Dutch, except before the Netherlands Commercial Court (NCC) in Amsterdam.

Two practical limits apply. Information owed to an employee must be given in a form the employee understands, and documents filed with an ordinary Dutch court normally need a translation. Since 2019 the NCC hears international commercial disputes in English, provided the parties expressly chose it, with its own court fees.

Decide on the forum when drafting: the NCC, an ordinary Dutch court or arbitration. Without a choice, the applicable law follows the Rome I Regulation and jurisdiction follows the Brussels I bis Regulation, and the result is often not the forum either party would have chosen.

How do you protect intellectual property in the Netherlands?

Register trade marks and designs for the Benelux or the EU; there is no national Dutch trade mark. Patents go through Octrooicentrum Nederland or the European Patent Office.

The Benelux Office for Intellectual Property (BOIP) grants protection for Belgium, the Netherlands and Luxembourg together; the EU Intellectual Property Office (EUIPO) grants EU trade marks and designs. A trade mark that is not genuinely used within five years can be revoked, so filing broadly and using narrowly has its own risk. Since June 2023 a European patent with unitary effect can be enforced centrally before the Unified Patent Court, which has a local division in The Hague.

Copyright arises without registration, but ownership needs attention. Work commissioned from a Dutch freelancer or agency stays with the maker unless it is assigned by a signed deed; the statutory rule that gives the employer copyright applies only to employees. Trade secrets are protected under the Trade Secrets Protection Act (Wet bescherming bedrijfsgeheimen) only if you take reasonable measures to keep them secret. Our guide to undang-undang harta intelek di Belanda explains the registrations.

Which data protection and sector rules apply?

The GDPR applies to every Dutch operation, supervised by the Dutch Data Protection Authority (Autoriteit Persoonsgegevens). Sector supervisors and the Cybersecurity Act (Cyberbeveiligingswet) add their own duties.

A company established outside the EU that offers goods or services to people in the Netherlands, or monitors their behaviour, must designate a representative in the EU. Every business needs a lawful basis for each processing operation, a record of processing activities, and a processing agreement with each supplier that processes personal data for it. A personal data breach must be reported to the Autoriteit Persoonsgegevens within 72 hours, unless it is unlikely to result in a risk.

Food and consumer products fall under the NVWA, financial services under the AFM and De Nederlandsche Bank, and competition and consumer protection under the ACM. Organisations in the sectors designated by the Cyberbeveiligingswet, in force since 15 August 2026 as the Dutch implementation of the NIS2 Directive, must register, take risk-management measures and report significant incidents within short statutory deadlines. Advertising through creators has its own disclosure rules; see our article on pemasaran influencer di Belanda dan gambaran keseluruhan kami tentang keperluan pematuhan.

What should you check before your Dutch operation starts?

Run through these checks before the first contract or the first hire; each one ties back to a rule above.

• Branch or BV: decide on liability grounds and, for a BV, plan the notary’s identification checks and the bank account.
• Semak bahawa KVK entry and the UBO registration show the correct directors and signing authority.
• Diarise the deadline of Article 2:394 BW: annual accounts published within twelve months after the financial year.
• Check whether a universally binding CAO applies and adapt the employment contract to Dutch mandatory law.
• Arrange an occupational health service (arbodienst) before the first sickness report.
• Have your general terms, agency or distribution agreements and forum clause reviewed under Dutch law.

What can we do for you when you set up in the Netherlands?

We advise foreign companies in English and Dutch on establishing and running a Dutch business.

• We compare a branch and a BV for your situation and coordinate the incorporation with the notary.
• We review your employment contracts and handbook against Dutch mandatory law and any applicable CAO.
• We build or review a dismissal file for the UWV or the kantonrechter, or negotiate a settlement agreement.
• We review your general terms, agency and distribution agreements and choose the forum clause with you.
• We check your trade mark, IP assignment and GDPR documentation.
• We conduct proceedings before the Dutch courts, including the Netherlands Commercial Court.

Ringkasan

• A branch exposes the foreign parent to full liability; a BV confines liability to the Dutch company.
• Late annual accounts (Article 2:394 BW) create a presumption of mismanagement on bankruptcy under Article 2:248 BW.
• Sick employees keep 70% of their wage for 104 weeks, and dismissal requires agreement or UWV/court permission on a ground in Article 7:669 BW.
• Agency, consumer, retail-lease and general-terms rules override imported templates.
• Labour suppliers need admission under the Wtta: registration for the transitional arrangement from 1 November to 31 December 2026, applications from 1 May to 30 June 2027, enforcement from 1 January 2028.

Soalan lazim