Latin American Companies Investing in or through the Netherlands

Dutch investment routes for Brazilian, Argentine, Chilean, Colombian, Mexican and other Latin American investors entering Europe

Latin American companies and investors may use the Netherlands as a practical European platform for expansion, partnerships, acquisitions, investment structures and cross-border growth.

For Brazilian, Argentine, Chilean, Colombian, Mexican and other Latin American companies, the Netherlands is rarely relevant only as a domestic market. Its practical value is often broader. A Dutch structure may be used to contract with European customers, hold European investments, acquire Dutch or European companies, enter into joint ventures, raise capital, work with strategic partners or organise family office and private capital investments outside the home market.

This article is part of this website’s Insights series on investing in and through the Netherlands into Europe. For companies that are primarily considering the first legal setup of a Dutch subsidiary, sales entity, contracting entity or operating presence, see also Setting up in the Netherlands Insights.

Why Latin American investors look at the Netherlands

Latin American investment into Europe is not one single trend. Brazilian companies, Argentine founders, Chilean family offices, Colombian investors and Mexican corporate groups may have very different commercial reasons for using a Dutch structure.

Some are looking for European customers. Others want to diversify capital outside their home market. Some are preparing for an acquisition or joint venture. Others want to make venture, growth or private capital investments in European companies. Some founders use Europe to support international expansion before a larger funding round or exit.

The Netherlands can be relevant in these situations because it is a familiar jurisdiction for cross-border investment structures, internationally active companies, tax advisers, banks, notaries and transaction counsel. It is also commercially connected to wider European markets, including Germany, Belgium, France, the Nordics and the United Kingdom.

The Dutch legal question is not simply whether a BV should be incorporated. The more important question is what role the Dutch structure should perform in the investment route.

Common investment routes from Latin America into or through the Netherlands

A Latin American company may use the Netherlands as a European sales or contracting platform. This can be relevant for SaaS companies, service providers, fintech businesses, industrial suppliers, agri-food companies, technology businesses or exporters that want a European legal presence for customer contracts and commercial relationships.

A founder-led or venture-backed Latin American company may use the Netherlands as a platform for European expansion. In that case, the Dutch structure may need to support commercial contracts, investor readiness, hiring, group governance, IP arrangements, future financing rounds and potential acquisitions.

A family office or private investor may use a Dutch structure for European investments, co-investments, minority stakes or long-term asset holding. The legal focus is then usually on governance, transfer restrictions, investor rights, reporting, exit arrangements and coordination with tax and investment advisers.

A corporate group may use the Netherlands for acquisitions or joint ventures. A Dutch vehicle may acquire a Dutch target, hold a European participation or operate as the central company for a wider European growth strategy.

A strategic buyer may use the Netherlands to access technology, logistics, life sciences, energy transition, agri-food, industrial or digital infrastructure opportunities. In those transactions, the Dutch legal work must be aligned with diligence, transaction documentation, governance and post-closing integration.

Brazil, Argentina, Chile, Colombia and Mexico are not the same investor market

For Dutch legal implementation, it is useful to distinguish between Latin American investor profiles.

Brazilian companies often come from a large domestic market. When they expand into Europe, the legal structure may need to support a serious commercial move: European customers, distribution, joint ventures, acquisitions or strategic partnerships. Brazil-to-Europe expansion is often not only a sales question, but a governance and execution question.

Argentine founders and investors may be more focused on internationalization, diversification and access to capital or customers outside the home market. For Argentine tech companies, family offices and private investors, a Dutch structure can be used as part of a wider international investment or expansion strategy.

Chilean, Colombian and Mexican investors may use the Netherlands for European investments, partnerships, acquisitions or private capital deployment. Mexican investors may also be familiar with North American deal concepts, which then need to be translated into Dutch legal implementation if a Dutch BV is used.

The practical point is that the same Dutch structure can serve different commercial purposes. A Dutch BV for a Brazilian industrial company is not the same as a Dutch investment platform for an Argentine family office or a Dutch contracting entity for a Colombian SaaS company.

The Netherlands as a European entry platform

For Latin American companies entering Europe, the Dutch structure often sits between the home jurisdiction and the European market.

That structure may be used to sign European customer contracts, receive investment, hold shares in European subsidiaries, employ management, acquire assets or enter into a joint venture. It may also become the platform for future expansion into other European countries.

This creates practical legal questions early in the process. Who owns the Dutch company? Does the Dutch company contract with customers or only hold shares? Will it receive external investors? Will it acquire companies? Will management or local partners receive equity? Should IP be held in the Dutch company or licensed to it? Should the Dutch entity be prepared for a future sale?

These questions should be addressed before the structure becomes difficult to change. A structure built only for initial market entry may not work for a later investment round, acquisition or exit.

Acquisitions and minority investments in Dutch companies

Latin American investors may also invest directly in Dutch companies. This may involve a majority acquisition, a minority investment, venture investment, growth capital round or strategic partnership.

A majority acquisition requires Dutch transaction implementation: due diligence, share purchase agreement, notarial share transfer, corporate approvals, closing documents and post-closing governance. The legal documents must reflect how control will be exercised after completion.

A minority investment requires a different analysis. The investor usually needs rights over information, reserved matters, transfer restrictions, exit arrangements and sometimes anti-dilution or preferred economic rights. These rights cannot simply be copied from US, English law or Latin American documentation. They must work in a Dutch BV and be aligned with the articles of association and shareholders’ agreement.

For venture or growth companies, the investor’s position often depends on the interaction between investment agreement, shareholders’ agreement, articles of association and cap table. That interaction should be understood before the investment is signed.

Joint ventures with European partners

Joint ventures can be a practical route for Latin American companies that want European market access without immediately acquiring a business or building a full stand-alone operation.

A Dutch joint venture may be used where a Latin American company works with a European distributor, technology partner, industrial partner, investor or management team. The joint venture company can become the legal platform for shared investment, local operations, customer contracts or a specific European project.

The main drafting issues are usually not abstract. They concern control, funding, exclusivity, IP ownership, commercial targets, deadlock, non-compete restrictions, exit rights and dispute resolution.

For Latin American parties, a joint venture may feel commercially attractive because it shares local risk. Legally, that benefit only exists if the governance and exit mechanics are clear. A joint venture without workable deadlock and exit provisions can become more difficult than a wholly owned structure.

Family offices and private capital from Latin America

Latin American family offices and entrepreneurial investors may use Dutch structures for European capital deployment, co-investments, minority stakes, club deals or long-term holding arrangements.

These structures usually require coordination between legal, tax and investment advisers. The Dutch legal work is not only about incorporating a company. It is about organising investor rights, decision-making, transfer restrictions, reporting, exit arrangements and the role of advisers or investment committees.

Where several families, co-investors or private investors participate in the same structure, governance becomes important. The Dutch vehicle must make clear who can approve investments, follow-on funding, disposals, related-party transactions and exits.

A simple SPV can be effective, but only if the documentation reflects how investors will actually behave during the holding period.

Dutch implementation issues for Latin American investors

Latin American investors and their advisers should pay particular attention to execution planning.

Dutch transactions often require notarial involvement for share transfers and certain corporate actions. Foreign signatories may need powers of attorney, legalization or apostilles. Banks, notaries and advisers will usually require KYC information on investors, UBOs and corporate chains. If the transaction involves sensitive technology, infrastructure or strategic sectors, foreign investment screening may need to be assessed.

These are not merely administrative points. They affect timing, deal certainty and negotiating leverage. A Latin American investor that signs a term sheet without considering Dutch execution requirements may discover later that closing depends on documents, approvals or identification checks that take longer than expected.

The better approach is to integrate Dutch implementation into the transaction timetable from the start.

Why professional advisers matter in LatAm-to-Europe structures

For international counsel, corporate finance advisers, tax advisers and investment professionals, the key challenge is coordination.

The home-market documents may reflect Brazilian, Argentine, Chilean, Colombian, Mexican or US-style expectations. The European commercial plan may involve several jurisdictions. The Dutch entity may be only one component of the structure, but it may be the component through which shares are held, funding is provided, governance is exercised or future acquisitions are made.

That means Dutch legal input should not be isolated at the end of the process. It should be used to test whether the proposed structure works in Dutch legal terms, whether investor protections are enforceable, whether the articles of association and shareholders’ agreement are aligned, whether notarial steps are feasible and whether the structure can support future transactions.

Practical conclusion

For Latin American companies and investors, the Netherlands can be a useful platform for European expansion, acquisitions, partnerships and investment structures. But its value depends on design.

A Dutch BV used for customer contracts is not the same as a Dutch acquisition platform. A family office co-investment vehicle is not the same as a venture-backed expansion structure. A joint venture with a European partner is not the same as a wholly owned subsidiary.

The central question is therefore practical: what should the Dutch structure do, and how should it support the investor’s commercial route into Europe?

FAQ

Why do Latin American companies use the Netherlands for European expansion?

Latin American companies may use the Netherlands for European customer contracts, acquisitions, joint ventures, partnerships, investment structures or commercial expansion. The Netherlands can operate as a practical legal platform for wider European activity.

Is a Dutch BV useful for Brazilian or Argentine investors?

A Dutch BV can be useful if it has a clear commercial function, such as holding European investments, acting as an acquisition vehicle, contracting with customers, operating a joint venture or supporting European expansion. The structure should be designed around the investment route.

Can Latin American family offices invest through Dutch structures?

Yes. Family offices and private investors from Latin America may use Dutch structures for co-investments, minority participations, club deals, holding arrangements or long-term European investment platforms. Governance and exit arrangements should be documented carefully.

What should Latin American investors check before acquiring a Dutch company?

They should review corporate structure, ownership, contracts, employment, IP, litigation, compliance, tax coordination, FDI screening, notarial transfer requirements, KYC, governance after closing and the interaction between the SPA and Dutch corporate documents.

Can the Netherlands be used as a platform for investments outside the Netherlands?

Yes. A Dutch structure may be used as a platform for investments, acquisitions, joint ventures or commercial activities across Europe, subject to local law, tax and regulatory considerations in the relevant jurisdictions.

About Dirk de Waard

Dirk de Waard is a Dutch corporate and M&A lawyer, partner at Venture Lawyers in Amsterdam, and advises Latin American companies, international investors, founders, family offices and their professional advisers on Dutch investment structures, cross-border M&A, joint ventures, venture capital, private equity and European expansion through the Netherlands.

Using the Netherlands for Latin American investment into Europe?

A Dutch structure should be designed around the investment route: European market entry, acquisition, minority investment, joint venture, family office investment, commercial partnership or long-term expansion platform.

Dirk de Waard advises Latin American companies, investors, founders, family offices and their advisers on Dutch legal implementation of investments in the Netherlands and investments structured through the Netherlands into Europe. Contact Dirk de Waard at dirk.dewaard@viottalaw.com to discuss how a Dutch structure can support a proposed European investment or expansion strategy.