US Company Formation from the Netherlands (2026): LLC or C-Corp, the 2025 Dutch Classification Rules, the US–Netherlands Treaty, Costs and Banking
Forming a US company from the Netherlands: Dutch classification of a US LLC as a BV-like company since 2025, LLC or C-Corp, the treaty, costs and banking.
Dutch companies have deep trading ties with the USA, and Dutch founders are active in US tech, e-commerce and logistics. Forming a US company lets them sign US contracts, hire in the USA, use US payment platforms and raise from US investors, all without leaving the Netherlands.
Since 1 January 2025, the Netherlands has had new statutory rules for classifying foreign entities, and the official list of comparable foreign forms treats a Delaware LLC like a Dutch BV: a non-transparent company. That has direct consequences for Dutch residents considering an LLC. This guide explains them.
Short answer: a resident of the Netherlands can own 100% of a US corporation or LLC, formed remotely, and a Dutch BV can own a US subsidiary. With UCB, a Delaware corporation with EIN is $308 all-in, and a Wyoming LLC with EIN is $249. The US–Netherlands treaty taxes business profits in the USA only through a US permanent establishment and generally limits dividend withholding to 15% for individuals. Under the Dutch classification rules in force from 2025, a Delaware LLC is listed as comparable to a BV, so it is generally a non-transparent company for Dutch tax, even if the IRS ignores it. Combined with Dutch rules on place of management and anti-hybrid rules, most Dutch founders choose a C-Corporation, or an LLC only after Dutch advice.
Can a resident of the Netherlands own a US company?
Yes. US states place no restriction on the nationality or residence of owners. Dutch citizens and residents of the Netherlands can own 100% of a US LLC or corporation, be its only manager or director, and form it entirely remotely, with no US visa, Social Security number or US address. Every US company needs a registered agent in its state, included for the first year in every UCB formation. See registered agent explained.
Why founders in the Netherlands form a US company
- The US market: the largest consumer and business market in the world, with buyers who often prefer a US vendor.
- US investors, who invest in Delaware corporations. See raising US investment as a foreign founder.
- A US entity for US contracts, staff and liability, separating the US business from the home company. See US subsidiary for a foreign company.
- Payments in dollars, through a US bank account and US payment platforms. See Stripe for non-residents.
The tax picture for residents of the Netherlands
The US–Netherlands tax treaty
The Netherlands has an income tax treaty with the USA. Dividends from a US corporation to a resident of the Netherlands can be withheld at a reduced treaty rate, generally 15% for an individual shareholder, instead of the standard 30%, if the owner gives the payer a valid W-8BEN claiming the treaty. The treaty also says business profits are taxable in the USA only through a permanent establishment there. See W-8BEN-E vs W-8BEN explained.
On the US side: LLC or corporation?
| US LLC (single-member) | US C-Corporation | |
|---|---|---|
| US federal tax if all work is done from the Netherlands | Usually none | 21% of profits |
| US tax when profits are paid to the owner | None (not a dividend) | Treaty rate, generally 15% for an individual owner |
| Yearly federal filing | Form 5472 + pro forma 1120 | Form 1120 + Form 5472 |
| Investors | Most will not invest | Standard (Delaware) |
A single-member US LLC owned by a non-resident is ignored for US income tax. If you do all the work from the Netherlands, with no US office, employees or dependent agents, the income is usually not effectively connected with a US trade or business, and no US federal income tax is due. The LLC still files Form 5472 with a pro forma Form 1120 every year, and missing it costs $25,000. A C-Corporation pays 21% on its profits wherever its people work, which suits startups raising US investment and businesses reinvesting in the USA. See effectively connected income explained, Form 5472 explained and LLC vs Inc for non-residents.
For a European resident, the US view is only half the picture. Your home country may classify a US LLC as a company even though the IRS ignores it, a US company managed from your country may be treated as tax resident there, and controlled foreign company rules can tax low-taxed profits at home. That is why many European founders choose a C-Corporation for a trading business, and use an LLC only after a local adviser has confirmed how it will be treated.
The Dutch side
Points for your Dutch belastingadviseur:
- Classification since 2025. The Netherlands first compares a foreign entity with Dutch legal forms. The decree's list treats a Delaware LLC as comparable to a BV, so it is non-transparent for Dutch tax, even though the US treats a single-member LLC as transparent. Other states' LLCs are assessed the same way. That mismatch can trigger Dutch anti-hybrid rules.
- Place of management. A company effectively managed from the Netherlands can be treated as Dutch tax resident.
- Box 2 and Box 3. A substantial interest (generally 5% or more) in a company falls under Box 2 for individuals; your adviser will explain how the US company's profits and dividends are taxed.
- A BV owning the US company needs transfer pricing between the two.
We handle the US side; your Dutch adviser confirms the Dutch side.
US sales tax is not VAT: there is no national system and no input tax recovery, and each state sets its own rules. A European brand selling goods into the USA should plan for state sales tax separately; it is not a service we provide, but we refer you to a specialist. See state taxes for a foreign-owned LLC.
Which US state?
- Wyoming: the usual choice for freelancers, agencies and online businesses run from abroad, with low yearly costs and owners' names kept off the formation filing. See Wyoming LLC for non-residents.
- New Mexico: no annual report at all. See New Mexico LLC for non-residents.
- Delaware: for a corporation that will raise from US investors. See Delaware LLC for non-residents.
- Florida, Texas or New York: when the business will have an office, warehouse, staff or property there. See Florida, Texas and New York.
Try our state selector or read best state for non-residents.
What it costs
| With UCB | |
|---|---|
| Wyoming LLC with EIN, all-in | $249 |
| Wyoming LLC with EIN and US bank account application | $348 |
| Delaware corporation with EIN, all-in | $308 |
| Keeping a Wyoming LLC active each year | $121 |
| Keeping it active plus the yearly federal return | $421 |
| US business address add-on (own suite number) | $60 a year |
State fees and the first-year registered agent are included in our formation prices, with nothing added for the state. See what a US LLC costs every year and the cost calculator.
Documents you need
| Document | Notes |
|---|---|
| Passport or national ID card | Valid passport (or Dutch identiteitskaart), clear colour scan |
| Proof of address | A recent BRP extract, utility bill or bank statement |
| Company name and business description | Two or three names; a specific description of what the company does |
| Share structure (corporation) | Number of shares and par value; we suggest a structure that keeps Delaware franchise tax at the minimum |
| Home company documents | Only if your company at home will own the US company: register extract and ownership |
No SSN, ITIN or US address is needed to form the company or obtain its EIN. See EIN for non-residents.
Banking and payments
Residents of the Netherlands are generally well served by US banks and fintechs that accept remote applications, and European identity documents are widely accepted. What still matters: a specific business description, a working website, consistent details across the state record, EIN letter and application, and a US business address with your own suite number rather than the registered agent's address.
See US business bank accounts for non-residents, why banks reject non-resident applications and Stripe for non-residents.
Worked examples
These are illustrative examples, not client cases.
Example 1: the BV's US subsidiary. A Rotterdam logistics software BV forms a Delaware corporation to employ a US team. The subsidiary pays US tax on its profits; transfer pricing is documented.
Example 2: the freelancer. An Amsterdam developer wants a Wyoming LLC. Because the Netherlands would generally treat it as a BV-like company, their adviser compares that with invoicing from a Dutch eenmanszaak or BV before we file.
Example 3: the startup. Utrecht founders raising from US investors form a Delaware C-Corporation above their Dutch BV, with lawyers handling the flip.
Common mistakes
- Assuming a US LLC is transparent in the Netherlands; since 2025 a Delaware LLC is listed as BV-like.
- Overlooking Dutch anti-hybrid rules where classifications differ.
- Running the US company from the Netherlands without considering Dutch tax residence.
- Ignoring Form 5472 because the LLC owes no US tax.
- Using the registered agent's address as the business address on bank applications.
Frequently asked questions
How does the Netherlands classify a US LLC? Under the rules in force from 2025, by comparison with Dutch forms; a Delaware LLC is listed as comparable to a BV, so it is generally non-transparent.
Can my BV own the US company? Yes. The US company becomes a subsidiary, with transfer pricing between them.
Can I form a US company from the Netherlands without visiting the USA? Yes. Formation, the EIN and bank applications are all done remotely. See open a US company without visiting.
Do I need an ITIN? Usually not for a single-member LLC or its EIN. See what is an ITIN and who needs one.
How UCB helps founders in the Netherlands
We form US LLCs and corporations for residents of the Netherlands remotely, all-in: a Wyoming LLC with EIN is $249, and our formation, EIN and bank account package is $348. Each year we keep the company active and file its federal return through our US tax filing service, working alongside your Dutch tax adviser, who confirms the Dutch side. If an LLC or a corporation clearly suits your plans better, we will tell you which and why. See also forming a US company from abroad: country guide.
Expanding from the Netherlands to the USA? WhatsApp us at +91 8105 199 399 or email enquiries@ucbsolutions.com, and we will recommend the right structure and state for you.
Let our experts handle it for you
Every business is different. Message us with your country, business type and goals, and we will recommend the right structure, state and package. We do the work; you focus on your business.
This article is general information for non-resident business owners and is not legal or tax advice. Rules and fees change; contact us to confirm what applies to your situation.
