A Dutch BV or NV can hold all the shares of an Indian private limited company under the automatic route in most sectors. The parent's board resolution, Chamber of Commerce extract and director identity papers are signed or legalised in the Netherlands and apostilled at the rechtbank. We then incorporate online, open the bank account and report the inward investment to the RBI. At least one director must be resident in India.
- Document route
- Notaris or municipal legalisation, then apostille from the rechtbank
- Time difference
- India is 3.5 hours (summer) to 4.5 hours (winter) ahead
- Vehicle
- Private limited company
- Approval
- Automatic route in most sectors
Indian Subsidiary Setup from the Netherlands: how it works
The Dutch paperwork is usually quick because notaries are used to English documents. We need a resolution of the BV's board approving the investment and appointing an authorised signatory, a recent Kamer van Koophandel extract, the articles if the Indian bank requests them, and passport and address proof for each director. For a holding BV that is part of a wider group, we also identify the ultimate beneficial owners, because Indian banks and the Registrar ask for this, and because investment from an entity whose beneficial owner is in a country sharing a land border with India needs government approval under Press Note 3 of 2020.
After incorporation the company obtains PAN and TAN, opens its bank account and receives share capital from the Netherlands. The shares are allotted and reported in Form FC-GPR on the FIRMS portal. Where the BV is a holding company with little activity of its own, think about treaty access early: India applies general anti-avoidance rules and the principal purpose test under the multilateral instrument, so dividends and future exit gains may not get treaty benefits unless the BV has genuine substance in the Netherlands.
What clients in the Netherlands should know
- If the Dutch BV is owned ultimately by investors from a land-border country, Press Note 3 approval is required even though the immediate investor is Dutch.
- Dividends from India to a Dutch BV are taxed under India's tax treaty with the Netherlands; the reduced rate once claimed via the most favoured nation protocol now depends on Indian notification.
- Dutch groups often want English-law shareholder agreements; the Indian company's articles must still reflect any special rights to make them enforceable in India.
Step by step from the Netherlands
Video consultation
A call at a time that suits the Netherlands, after we have read your documents.
Documents signed in the Netherlands
Notaris or municipal legalisation, then apostille from the rechtbank
Work in India
Our team files, appears and follows up in India, and shares scans of everything filed.
Result and handover
Certified copies and originals are couriered to you in the Netherlands where needed.
The full guide
This page covers what changes when you are in the Netherlands. For the law, the documents and the step-by-step procedure, read our main page on Indian Subsidiary Setup, or see all services for clients in the Netherlands and the Doing Business in India practice area.
Questions from clients in the Netherlands
Can a Dutch director be the only director?
No. An Indian private company needs at least two directors, one of whom must have stayed in India for at least 182 days in the financial year.
Do the Dutch documents need translation?
Not if they are in English. Dutch-language documents need an English translation, which is easier to avoid by asking the notaris for English or bilingual versions.
Can we use our existing Indian distributor as a shareholder?
Yes, an Indian resident can hold shares alongside the Dutch parent, but pricing and reporting rules apply when shares later move between them.