Who does what
- Delaware parent: investors, option pool, US contracts, group IP (until the innovation-box math says otherwise).
- Dutch BV: EU employment, EU customer contracts, EU VAT, local compliance — incorporated in one to three weeks: BV incorporation.
- Between them: an intercompany services or license agreement at arm’s-length pricing: transfer pricing basics.
How money travels
The BV pays Dutch corporate tax on its profit (19% to €200,000, 25.8% above). Dividends upward to a Delaware parent holding 10% or more typically travel at the treaty rate of 5%, and at 0% for qualifying 80%+ parents under the US–Netherlands treaty’s conditions — the map: the treaty guide. On the US side the BV is a foreign corporation with its own reporting rhythm: the US reporting duties.
Running it clean
Three habits keep the stack audit-proof: a written intercompany agreement before the first euro moves, quarterly settlement of the intercompany account, and board minutes on the Dutch side that show real decisions in the Netherlands. The operating layer — registered office, registers, filings — runs as a package: company secretarial services.
When the order flips
European revenue outgrowing the US book, EU investors leading the round, or an EU exit on the horizon: three signals that the Dutch entity belongs on top. The manoeuvre has a name and a method: the reverse flip.