India entry from the Netherlands — for Dutch companies, founders and NRIs

Last reviewed: November 2026 · Reviewed by CA Regi Tom Antony, Regi Tom Antony & Associates.

A) Dutch companies setting up in India

A Dutch company wholly owned subsidiary in India is the usual vehicle for a Dutch business that wants to register a company in India, hire locally, invoice in rupees and hold Indian contracts. A branch, liaison or project office may suit specific activities under the applicable FEMA establishment regulations, while a joint venture shares ownership with an Indian partner. Compare subsidiary vs branch vs liaison vs project office and wholly owned subsidiary in India. A Dutch company India subsidiary keeps Indian operations in a separate legal entity while the overseas parent retains ownership.

1. 1

   Confirm sector and vehicle

   Check the FDI cap, route and investor eligibility for your activity, and choose subsidiary, branch, liaison/project office or JV.

2. 2

   Apostille Dutch documents

   Board resolution, certificate of incorporation and director identity/address proofs are notarised where required and apostilled by a Dutch district court (rechtbank).

3. 3

   Incorporate via SPICe+

   Name reservation, DIN, PAN and TAN in one integrated MCA filing — about 7–15 working days once documents are complete.

4. 4

   Capitalise and report

   Remit share capital through banking channels, allot shares, and file FC-GPR on the RBI FIRMS portal within 30 days of share allotment; FLA is filed annually by 15 July where applicable.

5. 5

   Repatriate correctly

   Dividends attract section 393 of the Income-tax Act, 2025 (formerly section 195 of the 1961 Act) withholding, commonly 10% under the India-Netherlands DTAA, for an eligible Dutch-resident beneficial owner with a Dutch Tax Residency Certificate and Form 41 (formerly Form 10F), subject to applicable treaty and anti-abuse conditions.

Detail on dividends and Form 145 (formerly Form 15CA) and Form 146 (formerly Form 15CB), where required, is in profit repatriation from India and withholding tax on foreign remittance. The Indian subsidiary may elect the 22% base corporate tax option under the Income-tax Act, 2025 (formerly section 115BAA of the 1961 Act) (about 25.17% effective including surcharge and cess), subject to its conditions.

Raise with your Dutch tax adviser (belastingadviseur) (high level only): Please coordinate Dutch corporate income tax (19% on the first €200,000 of profit and 25.8% above it in 2026), the Dutch participation exemption on Indian dividends (which needs a shareholding of at least 5%), the Dutch CFC and anti-abuse rules, and transfer pricing with your Dutch tax adviser (belastingadviseur). This page does not give Dutch tax advice.

Netherlands-based SaaS and IT services companies should also review sector-specific guidance on entity choice, engineering teams and compliance before committing to their India setup.

Investing through a Dutch holding company

Many US, UK and Asian groups own their Indian subsidiary through a Dutch holding company rather than directly. Treaty relief is then claimed by the Dutch company, so the Indian tax position depends on facts in the Netherlands as much as in India:

• Beneficial ownership and substance. The 10% treaty rate on dividends is available only to a Dutch-resident beneficial owner. A holding company with no real decision-making, staff or risk in the Netherlands can be challenged.
• Principal purpose test and GAAR. The treaty now carries a principal purpose test through the Multilateral Instrument, and India's general anti-avoidance rules apply alongside it. A structure chosen mainly for the treaty benefit is the one most likely to be questioned.
• No automatic 5% under the MFN clause. In Nestle SA (19 October 2023) the Supreme Court held that a most-favoured-nation benefit needs its own notification under the Income-tax Act before it applies, so Indian withholding on dividends to the Netherlands stays at the 10% treaty rate.
• Paperwork for every payment. A Dutch Tax Residency Certificate and Form 41 (formerly Form 10F), plus Form 145 and Form 146 (formerly Forms 15CA and 15CB) where required, before dividends, royalties or service fees are paid.

See FDI entry routes, withholding tax on foreign remittance and India entry by country for how the Netherlands compares with other corridors.

B) Netherlands-based founders & foreign nationals

A Dutch resident or foreign national can own up to 100% of an Indian company where the sector and investor eligibility rules allow. Each foreign director needs a Director Identification Number (DIN) and a Class 3 Digital Signature Certificate (DSC), supported by an apostilled passport and address proof. The company still needs one resident-Indian director under Section 149(3). Document preparation and incorporation can be coordinated remotely, with bank KYC requirements checked separately. See company formation for foreign nationals and cost and timeline to set up in India.

Estimate your India setup cost & timeline →

C) Netherlands-based NRIs & OCIs

For Netherlands-based NRIs and OCIs, investing back home can mean building a new business, expanding a family enterprise or creating an Indian operating company. Decide whether you need to take capital and sale proceeds abroad before choosing the funding route.

NRIs and OCI cardholders can invest on a repatriable basis through NRE accounts or inward remittance under Schedule I of the FEMA (Non-debt Instruments) Rules, 2019, or on a non-repatriable basis under Schedule IV, including through NRO funds. Schedule IV investment is treated as domestic investment for FEMA purposes, so it does not require FC-GPR reporting. Dividends and sale proceeds on repatriable investments can be remitted after applicable tax. Eligible NRO balances and sale proceeds can use the USD 1 million per financial year facility, subject to tax compliance and AD-bank documentation; this is not unrestricted repatriation of the original investment.

Read NRI company registration in India and NRI investment & FEMA compliance; for personal NRI taxation, see NRI taxation at NRI Blueprint.

Dutch residents should confirm Dutch tax on Indian dividends and gains with their Dutch tax adviser (belastingadviseur) and claim DTAA relief where available. Indian tax obligations continue to apply; the right treatment depends on your residence and investment facts.

Dutch company vs Dutch founder vs Netherlands-based NRI

Netherlands-side items are for discussion with your Dutch tax adviser (belastingadviseur) only; this page does not give Dutch tax advice.

Reviewed by CA Regi Tom Antony, Regi Tom Antony & Associates. Last reviewed: November 2026. General guidance as of November 2026, not tax or legal advice on your facts; coordinate Dutch tax and reporting with your Dutch tax adviser (belastingadviseur).