Do You Need a Dutch Company to Store Goods in the Netherlands?

A foreign company that wants to hold stock in a Dutch warehouse and ship from it does not need a Dutch BV, and does not need to register with the Chamber of Commerce. What it does need is a Dutch VAT number in its own name, and in some situations a fiscal representative. This page sets out which registration is triggered by which activity, what a third party warehouse does and does not create for tax purposes, and what changes in 2028.

The short answer

No Dutch legal entity is required. Stock held at a third party logistics provider, with no premises of your own and no staff of your own in the Netherlands, does not oblige you to incorporate. The Chamber of Commerce registration requirement applies to foreign companies that have a vestiging in the Netherlands, and goods sitting in someone else’s warehouse are not a vestiging.

What does follow from holding stock here is a VAT registration. Moving your own goods into the Netherlands from another member state is a taxable event, and selling from Dutch stock to a Dutch customer is a domestic supply. Both sit inside the Dutch VAT system and both need a Dutch VAT identification number.

When a Dutch VAT number becomes necessary

Three situations cover almost all of it.

The first is the transfer of your own goods. If you move stock from your warehouse in Germany, Poland or France into a Dutch warehouse, nothing is sold, but the movement is still taxed. The Belastingdienst calls this an overbrenging van eigen goederen and treats it as an intra-Community acquisition in the Netherlands. Its own wording is that you must register with the Dutch tax authority and that you receive a Dutch VAT identification number.

The second is the sale to a Dutch consumer out of Dutch stock. The goods do not cross a border, so this is a domestic supply carrying Dutch VAT. The 10,000 euro threshold that allows smaller sellers to keep charging their home rate applies to intra-Community distance sales, and a sale that begins and ends in the Netherlands is outside it. The One Stop Shop does not solve it either, because the Union scheme is built around goods being dispatched from one member state to another.

The third is the sale to a Dutch business. Here the VAT is reverse charged to the buyer, so there is no Dutch VAT for you to pay, but the supply still has to be reported.

There is one exception worth knowing. Where an online marketplace is the deemed supplier under article 14a(2) of the VAT Directive, the platform can report certain domestic supplies through the Union One Stop Shop. That is the platform’s position rather than yours, and it does not remove your own obligation on the stock movement.

Registering for VAT without a Dutch entity

A company that is not established in the Netherlands registers through the Belastingdienst office for foreign businesses, the Kennis- en Expertisecentrum Buitenland, using the form Aanmelding Onderneming buitenland. The same form covers VAT, the Union scheme, corporate income tax and payroll tax where those apply. No notary is involved and no Chamber of Commerce number is needed.

Direct registration is open to companies established inside the EU and to companies established outside it. Being established outside the EU is not in itself a reason to appoint a fiscal representative. Article 33g of the Wet op de omzetbelasting says that a foreign entrepreneur may appoint one, and gives the government the power to make it compulsory in defined cases. Those cases are narrow. They are distance sales where the seller is established outside the EU, excise goods and mineral oils supplied at zero percent, bulk goods supplied at zero percent, and releases of mineral oils or bulk goods from a designated storage location. A straightforward fulfilment operation in consumer goods meets none of them.

Fiscal representation and the Article 23 licence

Representation becomes relevant for a different reason, which is import VAT.

Without a deferment licence, VAT is paid at the border when goods enter free circulation and reclaimed later on the return. On a shipment worth 100,000 euro at the standard rate that is 21,000 euro of cash tied up for weeks. An Article 23 licence moves the import VAT onto the periodic return, where it is declared and deducted in the same filing, so nothing is paid out at the border.

A company that is not established in the Netherlands cannot apply for that licence itself. The Belastingdienst states it plainly: as a foreign entrepreneur you cannot apply for an Article 23 licence yourself. There are two routes.

A general fiscal representative holds a general licence and acts for you across the board, covering your supplies, your acquisitions and your imports. The Article 23 licence is applied for in your name and issued to you. You keep your own Dutch VAT number and file under it.

A limited fiscal representative covers a narrower set of transactions, in essence import from outside the EU and the supply that follows it. You use the representative’s VAT number and the representative’s Article 23 licence, and for that flow you do not need a Dutch VAT registration of your own. It suits import followed by immediate onward sale. It is a poor fit for a company that also sells domestically out of stock and therefore needs its own registration.

Security and liability under fiscal representation

A fiscal representative has to lodge security with the tax authority, and the cost of that security reaches you through the fee. The calculation starts from the VAT that has to be paid on average per month on the transactions the representative is responsible for. The security is 5 percent of that amount, with a minimum of 5,000 euro. The maximum depends on the goods: 100,000 euro for bulk goods, semi-finished goods and production means, and 500,000 euro for all other goods and for services. The amount is set per licence.

The liability differs between the two forms, and that difference explains how each is priced. A general fiscal representative is liable per calendar year up to the amount of security set by the inspector. A limited fiscal representative is jointly liable for the whole amount of tax due, together with interest and administrative penalties, with no cap. A limited representative that is careful about your paperwork is behaving rationally.

Who can act as declarant when goods arrive from outside the EU

Customs is a separate system from VAT and it has its own establishment rule. Article 170(2) of the Union Customs Code states that the declarant shall be established in the customs territory of the Union. The exceptions in article 170(3) are narrow and cover transit, temporary admission, occasional declarations accepted at the discretion of the customs authorities, and persons established in an adjacent country who present goods at a border office on a reciprocal basis.

A company established only outside the EU therefore cannot declare its own goods into free circulation. It has to use indirect representation under article 18(1), where the representative acts in its own name but on your behalf. Under article 77(3) the declarant is the debtor, and in indirect representation the person on whose behalf the declaration is made is also a debtor. Liability is joint and several, so the arrangement adds a party who is liable alongside you rather than moving the customs debt away from you.

One point is often missed. In case C-714/20, decided on 12 May 2022, the Court of Justice held that an indirect customs representative is liable for the customs duties on the goods it declared and not for the import VAT, unless national law explicitly designates it as liable for that tax as well. The customs debt and the import VAT do not travel together.

A company established inside the EU is in a simpler position. It can be the declarant in its own name and use direct representation, where the agent acts in your name and does not become the debtor.

Whether a warehouse creates a fixed establishment for VAT

It generally does not, and the Belastingdienst says so directly. Its guidance on what counts as a vaste inrichting states that there is no fixed establishment in the case of, for example, a storage space or a goods depot, and that supporting activities such as administration, research, advertising, testing and supplying information do not amount to one either.

The positive test is what matters. A fixed establishment is business premises in a country other than the head office which has, on a durable basis, sufficient facilities in terms of staff and technical resources to function as an independent business. Stock in someone else’s warehouse, handled by that company’s staff under a service contract, does not meet it.

The Court of Justice has taken the same line three times in recent years. In Titanium, case C-931/19, decided on 3 June 2021, a property let in another member state where the owner had no staff of its own was held not to be a fixed establishment, because a structure without its own staff cannot fall within the concept. In Cabot Plastics, case C-232/22, decided on 29 June 2023, an exclusive long term toll manufacturing arrangement with ancillary services did not give the non-established customer a fixed establishment, because the provider’s resources remain the provider’s. In Adient, case C-533/22, decided on 13 June 2024, which is the closest of the three to a logistics arrangement, group membership combined with a processing and storage contract did not create one either. The resources have to be distinct from the supplier’s, and resources performing only preparatory or auxiliary work such as receiving goods, storing them, managing inventory and checking quality are not enough.

The qualification is worth stating. If you place your own staff in the warehouse, or install your own dedicated equipment there under your own control, the analysis changes.

Whether a warehouse creates a permanent establishment for corporate tax

This one is treaty dependent and there is no general answer.

The older treaty pattern exempted a fixed place of business used solely for storage, display or delivery of goods, and the maintenance of a stock of goods, without further conditions. The Multilateral Instrument changed that for treaties where both sides agreed. The Netherlands adopted Option A under article 13 of the MLI, which makes every one of those listed activities subject to the condition that it is of a preparatory or auxiliary character. Option A only takes effect in a given treaty where the other state also chose Option A, so the position has to be checked treaty by treaty. The Netherlands also made a full reservation on article 12 of the MLI, so Dutch treaties were not widened on agency permanent establishments.

In practice a company whose only Dutch presence is stock at a third party provider, with contracts concluded elsewhere, is usually outside the Dutch corporate tax net. The reason to check the treaty is that the word usually is doing real work in that sentence.

The evidence the tax authority asks for

After registration, a foreign owned company often receives a questionnaire from the Belastingdienst before the VAT number is issued. It exists to establish that there is a real business rather than a letterbox, and it asks across four areas.

The row that matters for a fulfilment operation is the third. Storage locations and warehouse contracts are named as supporting evidence, so the contract with your logistics provider is part of the answer rather than a side document. The forms are in Dutch and go to the office named in the letter.

What changes in 2028

Council Directive (EU) 2025/516, the VAT in the digital age package, was adopted on 11 March 2025 and changes this picture from 1 July 2028.

Three elements matter for stock held abroad. A new special scheme for transfers of own goods allows a single registration in one member state to cover transfers of own goods to all the others. The Union One Stop Shop is extended to domestic supplies made by a taxable person who is not established in the member state of consumption, which is the single registration idea in practice. And article 194 makes the reverse charge mandatory where a supplier who is not established and not identified in that member state supplies a customer who is already identified there.

The call-off stock simplification goes on the same timetable. Goods can be dispatched under it up to 30 June 2028, and article 17a ceases to apply on 30 June 2029.

None of this removes the need for a local registration in every case, and none of it touches the customs side. A company that has to recover Dutch input VAT, or that is already identified here, will still be registered here.

What you actually need, in order

For the common case, which is stock at a Dutch third party provider with no premises and no staff of your own, and no excise goods, mineral oils or bulk goods:

1. A Dutch VAT identification number in the company’s own name, applied for through the Belastingdienst office for foreign businesses.
2. Periodic Dutch VAT returns, an EC Sales List where you supply businesses in other member states, and Intrastat once the reporting thresholds are passed.
3. An EORI number, if you are the importer of record from outside the EU.
4. An indirect customs representative, if the company is established outside the EU and imports from outside the EU.
5. A fiscal representative, only if you want an Article 23 deferment licence or one of the compulsory cases applies.
6. Nothing for corporate income tax by default, subject to checking the applicable treaty.

No incorporation. No Chamber of Commerce registration. No Dutch director.

Where this becomes a practical question is in choosing the warehouse, because the provider you pick determines the address on your registration, the quality of the stock records behind your VAT return, and whether the fiscal representative you approach is willing to take you on. Tell us what you are moving and where it comes from, and we will put the request to Dutch providers that handle this kind of flow.

Related reading on this site: Article 23 and fiscal representation, EU fulfilment for UK companies after Brexit, and warehousing in the Netherlands.

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