Running an Australian subsidiary from the Netherlands

A Dutch BV or NV can own all the shares in an Australian Pty Ltd. That company must still have at least one director who ordinarily lives in Australia under s201A of the Corporations Act, and that director owes duties to the Australian company, not to the group. For Dutch parents, the questions that matter most are about control: who really owns the structure, who decides, and how decisions travel between Amsterdam and Sydney without the Dutch management becoming de facto directors.

The short facts

Tax treaty. Comprehensive tax treaty in force. The original 1976 agreement entered into force on 27 September 1976, a second amending protocol followed in 1987, and the treaty is modified by the Multilateral Instrument, which Treasury's list shows entering into force for it on 1 July 2019 (Treasury treaty list). It is one of Australia's older treaties, so get current advice rather than relying on summaries written for newer ones.

Document authentication. The Kingdom of the Netherlands has been an Apostille Convention party since 1965, and Australia since 1995 (HCCH).

FIRB. The Netherlands is not on Treasury's 2026 list of "certain FTA partners", so standard private-investor thresholds apply.

Clocks. Amsterdam is on CET (UTC+1) in winter and CEST (UTC+2) in summer, changing on the last Sundays of March and October (Directive 2000/84/EC).

When the Dutch company is a holding company

Plenty of international groups own their foreign subsidiaries through a Dutch holding BV. If that's your structure, three Australian rules look straight through the BV.

FIRB looks at the immediate acquirer

The higher FTA thresholds in Treasury's threshold table apply only where the immediate acquirer is formed in an FTA partner country. An investor acquiring through a subsidiary in another jurisdiction gets that jurisdiction's thresholds. So a Japanese or US group acquiring through its Dutch BV is treated as Dutch:

• an Australian business or entity: more than $347 million rather than $1,498 million;
• developed commercial land: more than $347 million, or $75 million if sensitive;
• agricultural land: more than $15 million cumulative;
• residential land, vacant commercial land, mining or production tenements: $0.

Before an Australian acquisition, ask your FIRB lawyer which group entity should sign. The answer can save a filing, or make one necessary. Our FIRB guide covers fees and timeframes.

Banks and AUSTRAC look through to people

Under AUSTRAC's ownership and control guidance, a beneficial owner is an individual who owns 25% or more, directly or indirectly, or controls the company. The chain has to be followed until individuals are found. "Owned by X Holding B.V." won't satisfy an Australian bank or our own onboarding. You'll need the BV's shareholders, the layer above, and any foundation or trust office arrangements, through to the people at the top.

ASIC counts the sister companies

If the same foreign parent controls several Australian entities, they're combined for the "large group" test that decides whether a foreign-controlled small company can avoid lodging audited accounts (ASIC RG 58). A Dutch holding company with three Australian subsidiaries needs to test them together. See financial reporting for foreign-controlled companies.

Keeping control without stepping over the line

Dutch groups are used to clear approval chains: a management board (bestuur), sometimes a supervisory board (raad van commissarissen), and shareholder approval rights. Those can work alongside an Australian board, as long as everyone respects which body decides what.

What works in practice:

1. Reserved matters in the constitution or a shareholder resolution. The parent, as shareholder, can reserve major decisions such as issuing shares, large borrowing or selling the business. See company constitutions.
2. A written delegation from the Australian board to local management for day-to-day operations, with limits.
3. A decision protocol with the resident director, setting out what they'll sign routinely, what they escalate, and what they need to see first.

What causes trouble: Amsterdam management sending signed instructions that the Australian board is expected to rubber-stamp. Someone who directs the board from outside in that way risks being treated as a shadow director, with a director's duties and liabilities. Our guide to shadow directors and parent control explains where the line sits.

The resident director must act in the Australian company's interests. They will follow the group's lawful decisions, but they won't sign something they believe is unlawful or would harm the company. That's what keeps the structure credible with ASIC, banks and auditors.

Paperwork from the Netherlands

The usual set for incorporation, bank and director onboarding:

• a recent KvK extract (uittreksel Handelsregister) for the Dutch parent and any intermediate holding companies;
• the parent's articles of association (statuten);
• a board resolution approving the subsidiary and the director appointments;
• certified passport copies for directors and beneficial owners;
• certified English translations of anything in Dutch.

Each director also needs an Australian Director ID before appointment. Directors without Australian identity documents usually apply on paper, so allow extra time (Director ID guide).

Meeting across the time difference

Think about it from Amsterdam's clock:

A Dutch morning is the end of the Australian business day. A board slot at 8 or 9 am Amsterdam time falls in the Sydney early evening. For signing, circulate papers by the Dutch afternoon and the Australian director can review and sign the next Sydney morning, while Amsterdam sleeps. Perth's 6 to 7 hour gap gives the most overlap.

Getting started

Registering a Pty Ltd costs $636 in ASIC fees for 2026–27, and our incorporation service adds A$490. If you already have an Australian company and need a resident director, our appointment is typically completed within 5 business days of completed checks. See setting up an Australian subsidiary for the sequence, or start here.

We don't give Dutch or Australian tax advice, and we don't prepare FIRB applications. Your advisers handle those, and we run the Australian governance.

General information, current at 27 October 2026. This page isn't legal, tax or FIRB advice, so confirm the treaty and threshold position with your advisers.

General information about Australian law and practice, not legal or tax advice for your circumstances. Check the official sources, or ask your adviser, before you act.