Form Your Wyoming LLC as a Dutch Resident

The Netherlands has a centuries-old tradition of international commerce — from the VOC to modern multinationals like Shell, Philips, ASML, and Adyen. Dutch entrepreneurs think globally by default. Yet, when selling to US enterprises or accepting US payment processing, many Dutch SaaS founders, agencies, and Amazon FBA sellers discover that the BV or eenmanszaak gets in the way: VAT registration burden on US clients, Stripe Atlas alternatives capped, and Amazon FBA US requiring a US entity for inventory imports. Read why a US LLC complements a Dutch BV.

Forming a BV in the Netherlands now requires no minimum share capital (since the Flex-BV reform), but still involves a Dutch notary, KvK enrolment, beneficial-ownership UBO filing, payroll registration if you employ yourself, and yearly publication of accounts at the KvK. A Wyoming LLC takes 24 hours, no notary, no public shareholder register. You receive Articles of Organization, an EIN, an Operating Agreement, and a US registered agent address.

Wyoming was the first US state to recognise LLCs (1977). It levies no state corporate income tax, no franchise tax on LLCs, and no personal income tax. Annual report fee is $60. Member privacy is the strongest in the United States — your name does not appear on the public state filing. Compare with the Dutch UBO register, which (despite recent ECJ rulings) still discloses beneficial owners to the tax authority and qualified parties.

For Dutch residents, the US–Netherlands tax treaty prevents double taxation and includes one of the most favourable LLC clauses in Europe. A single-member LLC owned by a Dutch resident with no US ECI typically owes 0% US federal tax. The Dutch owner reports the LLC under Box 2 (substantial interest) of the IB if treated as opaque, or under Box 1 if treated as transparent. See guides for our Belgian, German, and Spanish neighbours.

The Dutch Belastingdienst's published view (Besluit 11 December 2009, no. CPP2009/519M) classifies a US LLC as either transparent or opaque based on a list of criteria: limited liability of members, free transferability of interests, perpetual existence, centralised management, and whether the LLC issues capital. A single-member US Wyoming LLC owned by a Dutch resident typically qualifies as opaque when these features are present — meaning the LLC is treated like a foreign BV for Dutch tax purposes.

In that opaque case, the Dutch resident is taxed only on distributions (Box 2 substantial-interest rate of 24.5% on the first €67,000 and 31% above, in 2026). If treated as transparent, the LLC's profits are attributed to the owner in real time and taxed in Box 1 (progressive up to 49.5%). The classification can be confirmed in advance via an aanvraag classificatie with the Belastingdienst — strongly recommended before structuring.

VAT (BTW) implications: a US LLC providing B2B digital services to EU customers triggers the reverse-charge mechanism — the EU customer self-accounts for VAT. For Dutch consumer (B2C) sales, the LLC must register for an EU OSS (One Stop Shop) scheme (the Dutch BTW office handles applications from non-EU entities via a fiscal representative). Most Dutch founders avoid this entirely by routing B2C EU sales through their existing BV and B2B US sales through the LLC.