Your customer or the tender requires an EU entity: a Dutch subsidiary as your contract party

The procurement team often raises this late in the deal. It asks for a contract party established in the EU, an EU VAT invoice, or a supplier registered in an EU Member State. You can only sign the contract when you have one. Buyers rarely negotiate on this point. The requirement is there to protect them. Under EU law, product liability, data roles and VAT rules apply to a party established in the EU. Buyers pass those roles on to their suppliers. We help you set up the company your customers want to sign with.

For a lasting solution, set up a Dutch BV. European buyers know this type of company. It signs contracts under EU law and sends invoices with an EU VAT number. It also takes on the compliance roles that the buyer would otherwise have. You can use the same BV for every future tender.

Why buyers demand it

With an EU contract party, the buyer can enforce the contract in a court at home. The buyer can also apply the VAT reverse charge and avoid the extra work of foreign invoices. The EU party bears the obligations for products and data. In public tenders, it meets the establishment criteria of the procedure. The request comes from the buyer's risk department. Once you meet it, you are a standard supplier in the buyer's process.

What the Dutch BV offers your customer

The BV signs contracts under Dutch law, in English. It has an EU VAT number that the buyer can use in its systems. It meets the establishment required by tender criteria (see public tenders after the Kolin ruling). It can also take on operational roles, such as the import position and the responsible person. When the contract is big enough for a team, the BV can hire staff. The parent company owns the shares. The BV pays dividends to the parent under the tax treaties. With the participation exemption, a Dutch holding company in between can receive these dividends tax-free. See EU market entry for all the steps.

Frequently asked questions

An EU enterprise customer requires an American SaaS company to contract through an EU entity. What are the steps?

First ask the procurement team which contract party it accepts. An EU reseller or merchant of record can be the contract party when the customer accepts that. For a lasting relationship, set up your own Dutch BV. The notary sets it up by power of attorney, usually within one week once all documents are complete. The BV then receives its VAT number, and a bank account is opened in its name. The BV signs with the customer and with your American company.

From December 2026, who is liable for products made in China and sold to EU distributors, and does the manufacturer need its own EU importer?

For products placed on the market after 9 December 2026, the manufacturer is liable. The importer and the authorised representative of the manufacturer are also liable (Directive (EU) 2024/2853, Article 8). A distributor that brings the goods into the EU is the importer and is liable next to the manufacturer. Under the directive, you choose the importer. Your own EU company can take that role within your group. Read the new EU product liability rules.

Why does procurement insist on an EU entity?

Under EU law, liability, VAT rules and compliance roles apply to parties established in the EU. Buyers pass these roles on to their suppliers. With an EU contract party, the buyer can enforce the contract, apply the VAT reverse charge and deal with a party that bears the obligations.

Does a subsidiary satisfy public tender establishment criteria?

Each contracting authority sets its own criteria in the tender. Non-EU groups usually meet them with a subsidiary incorporated in the EU that has a real establishment there. Check the criteria in the tender documents before the deadline.

Can the deal wait for incorporation?

A Dutch BV is set up by power of attorney, usually within one week once all documents are complete. The VAT registration follows after that. Buyers who set the requirement generally accept a plan in which the company is still being set up. When the Dutch BV exists, it takes over as the party that signs. Start when procurement first asks for an EU entity, and you keep the deal on schedule.

Where do the profits go?

The parent company owns the shares in the BV. The BV pays dividends to the parent under the Dutch tax treaties. Where it suits the group structure, a Dutch holding company can receive the dividends under the participation exemption.