Delaware LLC or C-Corp is the default US entity for a tech or e-commerce business built around US customers and, often, US investors. For EU operations, though, a US entity alone means a separate VAT registration in every EU country you trade into, no equivalent to Article 23 import VAT deferral, and less trust from EU enterprise buyers. Use Delaware (or a similar US entity) for the US side; use a Dutch BV, often as a subsidiary, for the EU operating presence, especially if you're importing goods.
The short answer
For a US founder building into Europe, the real question is rarely "Delaware or Dutch BV." It's usually "Delaware only" versus "Delaware plus a Dutch BV", with Delaware as the US parent and the BV as the EU operating subsidiary.
Why this is rarely either/or
A US LLC or C-Corp keeps your US operations, IP and fundraising in one place. A Dutch BV gives you a single EU VAT registration to invoice under, Article 23 to defer import VAT if you're bringing goods into the EU, and an EU-domiciled contracting entity that enterprise buyers are more comfortable signing with. They solve different problems, so many US founders trading into the EU end up running both.
At a glance
| Axis | Delaware LLC | Delaware C-Corp | Dutch BV |
|---|---|---|---|
| Setup time | 1–3 days | 1–3 days | ~6 working days (best case)† |
| Setup cost | ~$300 | ~$300 | from €1,295 ex VAT‡ |
| Tax structure | Pass-through | 21% federal + state | 19% / 25.8% (Vpb) |
| EU VAT | Per-country | Per-country | Single NL registration + OSS |
| Article 23 import VAT deferral | No | No | Yes |
| EU buyer trust | Less familiar to some EU buyers | Less familiar to some EU buyers | Often preferred by EU buyers |
| Banking | US easy, EU harder | US easy, EU harder | Harder without local substance; fintech/EMI accounts common |
| VC-friendliness | Mid | High (VC standard) | EU VC high, US VC low |
† Best case, labelled as such; typically 2–3 weeks, including collecting your documents and arranging translations. All timelines are estimates, not guarantees. ‡ Notary fees and the KVK registration fee are included.
By use case
- Solo US founder, US customers only → Delaware LLC. Pass-through, cheap, simple. No need to form a Dutch BV until you have EU customers.
- Solo US founder, mixed US and EU customers → Delaware C-Corp plus a Dutch BV subsidiary. The C-Corp keeps US fundraising clean; the Dutch BV invoices EU customers under one VAT registration and gives EU buyers an EU-domiciled counterparty.
- US founder planning to raise venture capital → Delaware C-Corp at the top, a Dutch BV optionally as an EU subsidiary. US VCs strongly prefer a US parent.
- US founder relocating to the Netherlands personally → a Dutch BV, alongside the 30% ruling and Dutch employment for the founder; the US entity can become a subsidiary or wind down.
- US e-commerce seller importing goods into the EU → Delaware C-Corp plus a Dutch BV subsidiary that imports under Article 23, deferring import VAT to its VAT return instead of paying it at the border; the C-Corp stays the US parent for IP and fundraising.
The US tax overlay
This is the part general US accountants often miss. The Dutch BV's own compliance is comparatively straightforward; the US-side reporting is the heavier load.
- Form 5471. US persons who control a foreign corporation file this annually. It's required, detailed, and can be expensive in practitioner time.
- GILTI (renamed and revised from 2026; check the current rules with a US international tax specialist). US tax on certain low-taxed foreign earnings of controlled foreign corporations. A Dutch BV taxed at 19% or 25.8% sits above many jurisdictions' rates, which can matter for the high-tax exception; verify your position with a US international tax specialist.
- Subpart F. US tax on passive foreign income of controlled foreign corporations. Applies less to an active operating BV.
- Section 962 election. Lets a US individual apply corporate-rate treatment to GILTI. Often worth exploring with a specialist.
- FBAR / FinCEN 114. Required for any US person with signature authority over foreign bank accounts where the combined balance exceeds $10,000 at any point in the year.
Many founders budget several thousand US dollars a year for US international tax compliance on an active Dutch BV. Get a quote from a specialist for your own structure; this isn't a figure we can promise.
When one is enough
Dutch BV alone can work for a US founder with no US customers and no US fundraising plans, someone relocating fully to the Netherlands, or an e-commerce business selling exclusively to EU customers. Delaware alone can work when you have US customers only, minimal EU revenue, and don't expect EU enterprise buyers soon.
When you need both
- EU revenue is a meaningful share of the total.
- EU enterprise buyers expect an EU-domiciled contracting entity.
- You're shipping physical goods into the EU and want Article 23's cashflow benefit.
- A US founder personally wants Dutch residence alongside the 30% ruling.
This guide is general information, not tax or legal advice. Rules and rates change; check the current position and get advice on your own situation before acting.
FAQ
Yes, a common structure. The Dutch BV runs as a wholly-owned subsidiary, and dividends up to the C-Corp can benefit from the US–NL tax treaty (a reduced Dutch dividend withholding rate for a qualifying shareholding). Get advice from a tax adviser on your own structure.
GILTI (renamed and revised from 2026; check the current rules with a US international tax specialist) applies where a US person controls the foreign corporation. Restructuring around it is possible but complex; engage a US international tax specialist before relying on it.
The mechanics are similar. Delaware is the default for US venture capital; Wyoming and Florida are commonly cheaper choices outside a VC-fundraising context.
Generally yes for the US parent's home jurisdiction, while the Dutch BV files in the Netherlands. Get advice from a tax adviser on your own situation; this isn't tax advice.
Many general US accountants don't handle CFC reporting day to day. Engage a US international tax specialist familiar with EU subsidiaries.
No. Article 23 is a Dutch mechanism for a BV established in the Netherlands; it lets you defer import VAT to your VAT return instead of paying it at the border when goods clear EU customs. A Delaware LLC or C-Corp has no equivalent, and would need its own EU VAT registration in each country it imports goods into.