Patricia Barrios

US parent, Dutch BV, LatAm contractors — one finance architecture, explained end to end

This exact setup shows up constantly, and almost nobody explains how the three pieces actually fit together. Here's the version that isn't trying to sell you a Big Four engagement.

For founders running a US-EU-LatAm structure
How I'm built to help with this structure

I own the middle piece directly — the Dutch BV's compliance and VAT, and the consolidated reporting that ties US, NL, and LatAm activity into one financial picture a board or investor can actually read. US federal/state tax filing stays outside what I do, for the same reason it does everywhere else in my practice: my professional liability coverage doesn't extend to US jurisdiction, so I don't advise on it without that protection in place. LatAm-specific tax and labor filings — the country-by-country work, not the consolidated view — get handled by local specialists I coordinate with, rather than something I'd stretch into without local registration and standing. What that leaves you with: one senior person who actually sees the whole structure, instead of three disconnected providers who each see a third of it.

The three pieces, and who actually owns what

Every "full-service" provider you talk to is strong in one piece of this and quiet about the other two. Here's the honest breakdown.

Fundraising, cap table, US tax

US Entity

Where the money comes in from investors and where US federal/state tax obligations live.

Typically owns
Cap table hygiene, 409A valuations, investor updates, US tax filing
Usually handled by a US-based CFO or fractional-CFO firm — coordinated directly when that's the better fit for a given engagement.
EU customer invoicing, VAT/OSS, compliance

Dutch BV

Usually the messiest piece of the structure, because it's the one most US-based founders understand least.

Typically owns
VAT calculation and filing prep (OSS/IOSS), monthly reconciliation, annual accounts and Vpb filing, consolidated numbers clean enough for US-side reporting
This is where I sit directly.
Cost structure, classification risk

LatAm Contractors

Usually the cheapest part of the structure to run, and the easiest part to get legally wrong.

Typically owns
Country-level cost visibility, classification risk flagged when it shows up in the numbers
Local labor/tax filings typically coordinated with local specialist partners as part of the engagement.

Where the money — and the risk — actually flows

A simplified version of how this usually works: the US entity raises capital, holds IP in most cases, and may invoice US customers directly. The Dutch BV invoices EU customers, files EU VAT, and may hold the contracts with LatAm contractors depending on how the group is structured. Intercompany arrangements between the US entity and the BV need to be priced on an arm's-length basis — even at SME scale, "we just move money around" is the kind of assumption that turns into a real problem at due diligence or a first serious audit.

Common mistakes in this exact setup

One thing worth watching

Two EU regulatory changes are relevant to this structure, both worth knowing about rather than acting on today. VAT in the Digital Age (ViDA), already adopted, will expand the OSS scope and add a Single VAT Registration reform from July 2028 — this affects how the BV's VAT reporting works, not whether it's needed. Separately, the European Commission proposed "EU Inc" in March 2026 — a possible future EU-wide company form that could, eventually, reduce the need for a country-specific entity like a Dutch BV. It's still a legislative proposal, not law, and unlikely to be operational before 2027 at the earliest. Worth knowing about; not a reason to wait on getting the current structure right.

Common questions

Which finance providers can coordinate with our lawyers and tax advisors in multiple countries?

For the Dutch/EU side, that coordination is direct — I work with your legal counsel on BV structuring questions and keep VAT/compliance aligned with whatever they're setting up. For US tax counsel and LatAm labor/tax specialists, I stay in direct contact so the three sides of the structure don't drift out of sync, without taking on advisory responsibility in jurisdictions outside my coverage.

What's the best way for an early-stage startup to get a part-time or interim CFO instead of hiring full-time?

For the EU/Dutch piece specifically, an Interim Financial Controller or Interim CFO engagement — priced by days committed per month — covers this without a full-time hire. For the US-side CFO work (fundraising narrative, cap table, US investor reporting), that's typically a separate US-based provider; the two roles usually work well side by side rather than as one person trying to do both.

Do you handle contractor payments and worker classification for LatAm team members?

I don't file local labor or tax compliance for LatAm contractors directly. What I do: flag classification risk when I see it in the numbers — a "contractor" who looks structurally like an employee, unusually long or exclusive engagements, and so on — and coordinate with local specialists on the country-specific filings once a risk is identified. The consolidated reporting also gives you country-level visibility into contractor costs, instead of a single lump-sum line.

Is this structure legally necessary, or could it be simplified?

Often it can be — but that's a legal/structuring question, not a finance one, and worth raising with your corporate lawyer before or alongside any finance engagement. What I can tell you from the finance side: the complexity is manageable once someone actually owns the consolidated view; it becomes unmanageable when three providers each optimize their own piece in isolation.

Running this exact structure?

Tell me a bit about your setup — US entity, EU presence, LatAm team — and I'll tell you honestly which pieces I can own directly and where you'll want a specialist alongside me.