Netherlands vs Delaware — the venture standard vs the EU base.

Where Delaware genuinely wins

One case, decisively: the US venture path. The Delaware C-corp is the instrument US investors price, paper and litigate; SAFEs, option pools and the Court of Chancery are its native habitat. A startup raising in San Francisco incorporates in Delaware the way ships fly flags — by convention that resists argument.

What the brochure leaves out

The full rate: 21% federal plus state corporate taxes, with Delaware’s franchise tax on top. The worldwide net: the US taxes its citizens and companies on global income — anti-deferral regimes (GILTI and family) follow US-owned foreign subsidiaries around the planet, a compliance layer founders meet the day they internationalise. The EU gap: a Delaware entity fills zero EU roles — importer of record, product-safety responsible person (GPSR), packaging (EPR), the carbon border levy (CBAM) declarant, licence passports: each needs an EU entity.

The two honest builds

US-parented group: Delaware on top for the cap table, Dutch BV underneath as the EU operating company — importing under Article 23, hiring with the 30% ruling, invoicing on an EU VAT number; the US–NL treaty prices the bridge. Founder outside the venture path: compare on merits — 19% first bracket, participation exemption, ≈100 treaties, remote formation — and for Americans relocating, the DAFT treaty opens the Dutch door on a €4,500 capital requirement. The full framework: where to incorporate.

Frequently asked questions

Should I incorporate in Delaware or the Netherlands?

Raising US venture capital: Delaware, by convention that resists argument. Outside that path, compare on merits: Delaware carries 21% federal plus state tax and the US worldwide net; the Dutch BV offers 19% to EUR 200k, the participation exemption, ~100 treaties and every EU role — and US-parented groups routinely run both.

Does a Delaware company work for selling into Europe?

For invoicing, yes; the EU layer runs separately: import registration, product-safety responsibility, packaging registrations, CBAM declaration and licence passports require EU establishment. US groups add a Dutch BV precisely for those roles.

What does the US worldwide tax net mean?

The US taxes citizens and companies on global income, with anti-deferral regimes (GILTI and related) reaching US-owned foreign subsidiaries. It is a structural compliance layer — manageable, but priced into every international build with a US parent.

Can Americans use the Dutch route personally?

Uniquely well: the Dutch-American Friendship Treaty (DAFT) grants US citizens a self-employment residence permit on a EUR 4,500 capital requirement, with the BV as the preferred vehicle — a door open to US citizens alone.