Company Redomiciliation to the Netherlands

When a company continues it's operations in the Netherlands it retains the status of a corporate body and there is no need to create a new legal entity which, in short, means that the business maintains all its assets, liabilities, rights and obligations; which is just one of the significant benefits of company redomiciliation to the Netherlands.

Eligibility for Company Redomiciliation to the Netherlands

In order for a business to be continued in the Netherlands, it must be incoproated and registered in and approved country in compliance with that country's laws. In addition the country from which the business is moving must have similar regulations as the Netherlands, and the law of the company’s original country or jurisdiction must allow for such continuation.

Request for Registration

In order for the business to be continued the company must firs file an application with the Netherlands Chamber of Commerce Commercial Register (Handelsregister). The application must be accompanied by a number of statutory documents in order for the application to be completed. Once submitted and approved the the Dutch Commercial Register will (if all is in order) issue a provisional certificate of continuation.

However, the company must provide evidence, within six months, that the company has ceased to be registered in the country of origin. As soon as this evidence has been presented and approved, the Dutch Commercial Register will issue a certificate of continuation from the date of the initial registration process.

Supporting Documents

There are number of documents that must be submitted, in order to have the application approved, and these must be supplied to The Netherlands Chamber of Commerce Commercial Register in order to be added to the Dutch Commercial Register:

  • The resolution of the foreign company authorising it to register as being continued in the Netherlands.
  • A copy of the revised constitutive document of the foreign company.
  • A certificate of good standing issued by the foreign competent authority.
  • A declaration signed by at least two directors confirming:
    o The name of the company now and going forward.
    o The jurisdiction under which the company is incorporated.
    o The date of incorporation.
    o The decision to have a foreign company registered as continuing in the Netherlands.
    o Evidence that formal notice has been presented to the competent authority of the foreign country of its intention of continuing in the Netherlands.
    o That no proceedings for breach of the laws of the country or jurisdiction of incorporation were initiated against the foreign company.
  • A signed declaration by at least two directors of the company confirming the solvency of the company.
  • List of directors of the foreign company including the company secretary.
  • Other evidence or information which the Registrar may require.
  • Any applicable fees.

    Income tax implications for Company Redomiciliation

    Although the business will be charged tax on their worldwide income, Companies that are resident and domiciled in the Netherlands can benefit from the range of income tax provisions and other corporate tax benefits.

    Any assets of the business that are not located in the The Netherlands, will be deemed to have been acquired by the business on the date the it become officially resident or domiciled. All of these assets will be valued based on their, assumed, market value at the time of redomiciliation (i.e., a step up in the cost of acquisition is possible, which is of significance for the calculation of any tax-deductible capital allowances).

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    As company specialists, based in the Netherlands we can assist with company redomiciliation and navigating the continuation of companies regulations. Contact us and we will schedule an initial consultation to understand your business in more detail before we put in place a bespoke plan to help your business achieve its goals.

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