Brexit: ຜົນສະທ້ອນທາງກົດໝາຍສຳລັບບໍລິສັດໂຮນລັງທີ່ຊື້ຂາຍກັບອັງກິດ

Since 1 January 2021 the United Kingdom is a third country for Dutch companies. Trade in goods is free of tariffs under the EU-UK Trade and Cooperation Agreement, but only for goods that meet the rules of origin, and every shipment needs a customs declaration. For company law, the main changes are that UK companies operating from the Netherlands may fall under the Formal Foreign Companies Act, and that a UK parent can no longer give a 403 statement for its Dutch subsidiary.

Below we set out what has changed for contracts, company structures, annual accounts, customs and data, and what Dutch and UK companies should each check. Tax questions such as exit charges and transfer pricing are for your tax adviser; we deal with the legal side.

What is the legal framework after Brexit?

The UK left the EU on 31 January 2020, and the transition period ended on 31 December 2020. Since then, relations are governed by the EU-UK Trade and Cooperation Agreement (TCA), which has applied since 1 January 2021.

The TCA removes tariffs and quotas on goods, but it does not restore the internal market. EU regulations and directives no longer apply to the UK, so rules that once worked automatically, such as mutual recognition of judgments and certain company law exemptions, now depend on national law or on separate treaties.

What changes for contracts and disputes with UK parties?

The EU rules on jurisdiction and enforcement of judgments (Brussels I bis Regulation) no longer apply between the Netherlands and the UK. Recognition of judgments now runs through the Hague conventions and national law.

A Dutch court judgment can be enforced in the UK under the 2005 Hague Choice of Court Convention if the contract contains an exclusive choice of court. The 2019 Hague Judgments Convention entered into force for the EU on 1 September 2023 and for the UK on 1 July 2025; it covers proceedings started after that date. For older contracts, review the choice of law and forum clause.

Practical points for contracts with UK parties:

• Agree an exclusive choice of court or arbitration, so that the judgment or award can be enforced.
• Check references to “EU law” or “the internal market” in older contracts; they may no longer cover the UK.
• Allocate customs duties and import formalities explicitly, for example through the Incoterms you use.

What does Brexit mean for UK companies in the Netherlands?

A UK company that carries on its business entirely or almost entirely in the Netherlands, without a real connection with the UK, can be a formally foreign company. The Formal Foreign Companies Act (Wet op de formeel buitenlandse vennootschappen, WFBV) excludes companies from EU and EEA states, so it did not reach UK companies before Brexit but does now.

A formally foreign company must register as such in the Dutch trade register and comply with several Dutch rules, including the rules on preparing and filing annual accounts. If these requirements are not met, the directors are jointly and severally liable, together with the company, for the legal acts performed during that period. Many UK limited companies run from the Netherlands have therefore been replaced by a Dutch BV.

A UK company with a branch in the Netherlands must keep its branch registration with the Chamber of Commerce (KVK) up to date. As a third-country company, it files under the rules for non-EU companies.

Can Dutch and UK companies still merge across the border?

Not under the EU rules. The Dutch statutory cross-border merger, conversion and division procedure in Book 2 of the Dutch Civil Code (BW) applies only to companies from EU and EEA states.

A group that wants to combine Dutch and UK entities must use other routes, such as a share transfer, an asset transfer or a reorganisation under one EU holding company. These routes can trigger tax consequences that did not arise inside the EU, so the corporate and the tax side must be planned together.

What happens to the 403 statement of a UK parent?

A Dutch subsidiary can only use the group exemption of Article 2:403 BW if the consolidated accounts of the parent are prepared under EU law. A UK parent cannot meet that requirement, even if it applies IFRS voluntarily.

For calendar-year companies, financial year 2019 was the last year in which a UK parent’s 403 statement could still be used. From financial year 2020, the Dutch subsidiary must prepare full annual accounts under Title 9 of Book 2 BW, have them audited where its size requires it, and file them with the KVK. Late filing is an economic offence under the Economic Offences Act (WED), and in a bankruptcy it creates a presumption of mismanagement against the directors.

The guarantee that the UK parent gave with its 403 statement does not lapse by itself. The parent must withdraw it under Article 2:404 BW. It then remains liable for debts arising from legal acts performed before the withdrawal, unless it follows the statutory procedure to end that residual liability.

The consolidation exemption for an intermediate holding company (Article 2:408 BW) is less affected: it also accepts consolidated accounts prepared on an equivalent basis. Whether UK standards remain equivalent must be assessed each year.

What changes for goods, customs and VAT?

Every shipment to or from Great Britain needs a customs declaration and an EORI number. Under the TCA, goods move free of import duty only if they meet the rules of origin and the exporter can show this, usually with a statement on origin on the invoice.

Goods that do not meet the rules of origin pay the normal duty rates. For VAT, a delivery to a UK customer is an export at 0% Dutch VAT, provided you can prove the goods left the EU. On imports from the UK, Dutch import VAT is due; with a permit under Article 23 of the Turnover Tax Act 1968 you can shift that VAT to your VAT return instead of paying it at the border. Northern Ireland follows special rules for goods under the Windsor Framework.

What about personal data and staff?

Personal data can still flow freely from the Netherlands to the UK. The European Commission adopted an adequacy decision for the UK in June 2021 and renewed it on 19 December 2025.

For staff, free movement has ended. Dutch employees who work in the UK need a UK visa unless the activity falls within the permitted business visitor activities, and since 2 April 2025 EU visitors to the UK need an Electronic Travel Authorisation (ETA). UK nationals who want to work in the Netherlands need a residence permit from the IND, unless they were covered by the Withdrawal Agreement. Professional qualifications are no longer recognised automatically.

What should you check as a Dutch company trading with the UK?

• Do your contracts with UK parties contain an exclusive choice of court or an arbitration clause?
• Do your products meet the TCA rules of origin, and do your invoices carry the statement on origin?
• Do you have an EORI number and, for imports, an Article 23 VAT permit?
• Are the customs and duty risks allocated in your contracts and Incoterms?
• Do your staff who travel to the UK have an ETA or, where needed, a ວີຊ່າເຮັດວຽກ?

What should you check as a UK company active in the Netherlands?

• Is your business carried on almost entirely in the Netherlands, so that the WFBV may apply?
• Is your registration with the KVK, as a formally foreign company or as a branch, correct and current?
• Does your Dutch subsidiary still rely on a 403 statement from a UK parent?
• Has an old 403 guarantee been withdrawn under Article 2:404 BW, and is the residual liability dealt with?
• Would converting the activities into a Dutch BV reduce the liability risk for your directors?

What can we do for you with Brexit-related questions?

ຂອງ​ພວກ​ເຮົາ ກົດໝາຍບໍລິສັດ team advises Dutch and UK companies on the legal consequences of Brexit.

• We review your contracts with UK parties and redraft the choice-of-law, forum and customs clauses.
• We assess whether your UK company is a formally foreign company and what that means for its directors.
• We set up a Dutch BV or EU holding company to take over activities from a UK entity.
• We draft the withdrawal of a 403 statement and handle the residual-liability procedure.
• We coordinate with your tax adviser and customs broker on restructurings and supply chains.

Summary

• Since 1 January 2021 the UK is a third country; the TCA removes tariffs only for goods that meet the rules of origin.
• EU rules on jurisdiction no longer apply; use an exclusive choice of court or arbitration in UK contracts.
• UK companies run from the Netherlands may fall under the WFBV, with joint liability for directors.
• A UK parent can no longer give a valid 403 statement; Dutch subsidiaries must file full annual accounts.
• Personal data can still flow to the UK under the renewed adequacy decision of 19 December 2025.

ຄໍາ​ຖາມ​ທີ່​ຖືກ​ຖາມ​ເລື້ອຍໆ