Intercompany Agreements in Dutch Group Structures

Why Dutch subsidiaries need proper contracts with group companies

Intercompany agreements are contracts between group companies that document services, funding, IP use, cost sharing, management support, supplies or other intra-group arrangements.

For Dutch subsidiaries and holding structures, intercompany agreements are often treated as tax or accounting documents. In practice, they also matter for corporate governance, liability allocation, transfer pricing support, audit files, financing, due diligence and future exits.

This article is part of the ViottaLaw series on setting up in the Netherlands for international companies and investors implementing Dutch BV structures.

Why intercompany agreements matter

A Dutch subsidiary rarely operates in isolation. It may receive management services from a parent company, license IP from another group entity, provide support to affiliates, borrow funds, share employees or use group systems.

If those arrangements are not documented, problems can arise in due diligence, audits, tax reviews, disputes, insolvency scenarios or exits. A buyer or investor will want to understand which assets, services, contracts and rights actually sit in the Dutch BV and which depend on other group companies.

Management services agreements

A management services agreement documents services provided by one group company to another. These may include management support, finance, HR, legal, IT, strategy, administration or operational support.

The agreement should define the services, fees, cost allocation, liability, termination, reporting and decision-making process. For Dutch subsidiaries, it should also be consistent with the actual governance structure. A parent company may provide strategic direction, but the Dutch BV’s board remains responsible for its own corporate decisions.

IP licences and technology use

If the Dutch subsidiary uses trademarks, software, know-how, databases or other IP owned elsewhere in the group, the arrangement should be documented through an IP licence or similar agreement.

This is particularly important for technology, SaaS, life sciences, consumer brands and franchise-like models. The Dutch BV should have the rights it needs to operate, sell, market and support customers. Missing or unclear IP licences are a recurring issue in due diligence.

Cost-sharing, loans and transfer pricing awareness

Cost-sharing arrangements and intercompany loans should be documented clearly. The agreement should explain what costs are shared, how they are allocated, when payments are due and what happens if the arrangement ends.

Intercompany loans require attention to amount, interest, maturity, repayment, subordination, security and corporate approvals. Tax advisers should be involved on transfer pricing and interest deductibility issues, but the legal documents must still be properly drafted and approved.

Governance documentation and reporting

Intercompany agreements should be supported by board and shareholder approvals where appropriate. This is especially relevant for related-party transactions, financing, IP transfers or material service arrangements.

The Dutch BV should also maintain a clear record of group reporting obligations, approval thresholds and signing authority. This helps prevent informal arrangements from becoming legal uncertainty.

FAQ

Are intercompany agreements legally necessary?
They are often not required for every group arrangement, but they are highly advisable where services, IP, funding, cost sharing or material dependencies exist.

Are intercompany agreements only tax documents?
No. They also matter for corporate governance, liability, due diligence, audits, financing and exits.

Should intercompany loans be documented?
Yes. Amount, interest, repayment, maturity, approvals and any subordination or security should be clear.

What is the main due diligence risk?
The main risk is that key services, IP or funding arrangements exist informally and cannot be verified by a buyer or investor.

About Dirk de Waard

Dirk de Waard is a Dutch corporate / M&A lawyer, partner at Venture Lawyers in Amsterdam, and advises international groups, Dutch subsidiaries, investors and advisers on intercompany agreements, Dutch BV governance and transaction implementation.

Are your Dutch intercompany arrangements properly documented?

Intercompany agreements should support the Dutch structure, not merely fill a tax file. They should explain how services, IP, funding, costs and governance work in practice.

Dirk de Waard advises international groups and investors on intercompany agreements in Dutch group structures. Contact Dirk de Waard at dirk.dewaard@viottalaw.com to document or review the Dutch legal framework for intra-group arrangements.