An Amsterdam founder consolidating IP rights and licensing income through a Romanian holding above a German operating company. We built a substance file from day one and cleared a Belastingdienst audit at year three.
The situation
A Dutch software founder with proprietary licensing income flowing into a Dutch BV, paying full Dutch corporate tax plus a 30% personal income tax shadow on dividends. The economics warranted moving the IP layer to a lower-tax jurisdiction, but the Dutch Belastingdienst is one of the most active EU authorities on substance challenges. A naive shift would have failed an audit.
The mandate was to design and implement a three-entity Romanian structure (holding, IP company, operating support), document substance contemporaneously, and prepare a defensible position before any Dutch challenge.
The approach
Designed a three-tier Romanian structure: a HoldCo at the top, an IPCo holding the licensed software rights, and an OpCo providing operational support. Designed in coordination with Dutch and German tax counsel so the cross-border treaty positions held under audit.
All three SRLs incorporated within fourteen working days. Capital deposits structured to evidence genuine economic activity at each layer. CUI and VAT issued, EORI numbers obtained for cross-border IP licence flows.
A Bucharest director appointed with documented genuine duties (board minutes, decision logs, signed contracts). Local employment for two roles supporting IP licensing operations. Registered office at a real serviced workspace, not a letterbox. Bank accounts at BT and Libra, with transactional patterns matching the declared activity.
A substance file maintained from day one: monthly board minutes, employee timesheets, contract correspondence, software development logs. Stored in a structured archive against the audit-readiness checklist we published with Dutch counsel.
The Belastingdienst opened an information request in year three on the IPCo. We responded with the substance file inside ten working days. The review closed without adjustment. The Dutch counsel's post-audit note: "The documentation was the difference."
The outcomes
Services used