What a branch is
A branch (filiaal) registers your existing Hong Kong or Singapore company with the Dutch Chamber of Commerce. It creates a Dutch registration and a permanent establishment for tax, while remaining part of the same legal person.
Registration asks for a legalised set of corporate documents from the home jurisdiction, a Dutch business address and details of the person authorised to act locally. Notary involvement is generally unnecessary, which is why a branch opens faster.
What a subsidiary is
A subsidiary is a Dutch BV owned by your parent: a distinct legal person, with its own liability, its own tax position and its own accounts. Incorporation runs through a notary, described at setting up a Dutch BV from Hong Kong.
The comparison
| Branch | BV subsidiary | |
|---|---|---|
| Legal status | Part of the parent | Separate legal person |
| Liability | Rests fully with the parent | Contained within the BV |
| Setup | Chamber of Commerce registration | Notarial deed plus registration |
| Speed | Days to weeks | Two to four weeks |
| Corporate tax | On profit attributable to the branch | 19% to €200,000, then 25.8% |
| Import VAT deferment | Available | Available |
| Bank account | Harder; the parent is assessed | Assessed as a Dutch company |
| Public filings | Parent accounts may be filed | Dutch accounts only |
| Sale of the business | Assets transfer individually | Shares transfer in one step |
Liability, in practice
This is the difference that carries the most weight. A product claim, a supplier dispute or a customs assessment against a branch reaches the parent’s full balance sheet, including assets in Hong Kong. The same claim against a BV stops at the BV.
For a business selling consumer products into the EU, where the product liability regime tightens further from December 2026, that containment is the reason most sellers holding stock choose the subsidiary.
How counterparties read each
Banks assess a branch by examining the foreign parent, which lengthens onboarding and raises the documentation burden. A BV is assessed as a Dutch company with a foreign shareholder — still scrutinised, though along a familiar path.
Marketplaces accept both, while an EU-established entity simplifies their product compliance checks, since the entity itself can serve as the responsible person under product safety rules.
Where the parent’s accounts surface
A branch of a foreign company may be required to file the parent’s financial statements with the Dutch Chamber of Commerce, where they become publicly accessible. A BV files its own Dutch accounts, and the parent’s figures stay in Hong Kong. For groups that value discretion, this frequently settles the question.
Which to choose
- Branch — a first, exploratory presence: a representative office, a sales contact, testing the market ahead of committing stock.
- Subsidiary — holding inventory, employing people, selling consumer products, seeking a bank relationship, planning to sell the operation later.
Moving from branch to subsidiary later is possible and costs more than starting with the structure you will end up with.
Last verified: 20 July 2026. Sources: KVK · Dutch Civil Code, Book 2.
Where this leads
Alongside this belong A Dutch subsidiary under a Singapore parent and A Dutch BV for Swiss Companies.