A termination letter from a European distributor reads like a crisis and contains an offer: the customers, the market knowledge and the margin that used to live at your distributor's address are available for the taking — by whichever entity steps into the importer-of-record role next. The strongest candidate is your own.
Every compliance role your distributor quietly held — importer of record, EPR registrations, the EU responsible person for product rules, the VAT position — needs a new EU home anyway. Giving those roles to your own Dutch BV converts a forced transition into a permanent upgrade: direct customer relationships, the distributor margin, and a compliance position you own.
Map what the distributor actually held
Behind a distribution agreement usually sit five roles: importer of record at customs, the VAT registration your goods sold under, EPR packaging registrations per country, the EU responsible person for product compliance, and the contracts your customers actually signed. List them first — the transition plan is that list with your BV's name on each line.
The direct model, assembled
The Dutch BV takes the import position with its own EORI number and the Article 23 licence that moves import VAT into the periodic return. Fulfilment runs from Dutch or partner warehousing as domestic EU shipping; invoices carry an EU VAT number your customers already know how to process; and the compliance roles register in the BV's name once, for every Member State route mapped on EU market entry. Your former distributor's customers meet a familiar product with a European counterparty behind it — and the margin that used to fund someone else's business funds yours.
Sequence it before the final container
The clean handover incorporates the BV while the old agreement still runs: registrations transfer, stock lands under the new EORI, and customers receive one letter announcing continuity instead of two announcing confusion. Incorporation runs remotely in weeks — the timeline that matters is your distributor's notice period.
Frequently asked questions
Our distributor handled all EU compliance. What happens to it?
Each role — importer of record, VAT registration, EPR, the EU responsible person — needs a new EU-established home. Registering them in your own Dutch BV converts the transition into ownership: the roles, the data and the relationships stay with you from then on.
Can we serve the same customers directly?
Once your BV holds the import position and an EU VAT number, you invoice European customers as a European supplier. Whether specific customers transfer depends on your agreement with the departing distributor — worth legal review — while new customers face a clean direct route from day one.
How fast can the structure stand?
A Dutch BV incorporates remotely by power of attorney within weeks; VAT and EORI registration follow, and the Article 23 licence after VAT activation. The practical clock is the distributor's notice period — starting the entity at the start of it keeps the handover seamless.
What does the distributor margin conversion look like?
The wholesale-to-retail spread that funded the distributor becomes yours to allocate: some to price, some to marketing, some to margin. On established volumes that single change often outweighs every cost of the structure.
Step into the role yourself
Holdwise incorporates Dutch BVs for producers taking their European market direct, and arranges the VAT, EORI, Article 23 and compliance registrations the transition needs.
Start your Dutch BVSources
- European Commission, importer obligations under the Union Customs Code.
- Regulation (EU) 2023/988 (GPSR), Article 16: EU responsible person.
Last reviewed 13 August 2026.