When a firm considers bringing in outside capability for a Dutch structure, the first question is never about quality. Partners assume, correctly, that a specialist who works in one jurisdiction every day will handle it well. The question they actually have is quieter and harder to raise in a first conversation: what happens to the client. Whether the client will end up with two advisers instead of one, whether the relationship survives the introduction, and whether the firm has just handed part of its practice to someone else.
That question deserves a direct answer rather than reassurance, and the answer is structural. It is in who speaks, who invoices, what is written into the engagement, what information moves and what does not, and what comes back at the end. This article sets out the mechanics of the white label arrangement as it actually operates, on the assumption that a firm evaluating it wants to see the machinery rather than hear a promise.
What white label means here
The arrangement is a subcontract of a defined layer of work, nothing broader. The instructing firm holds the client, holds the commercial question and holds the file. Montclare is instructed to handle the Dutch component, returns the work to the firm, and does not appear in the relationship unless the firm decides otherwise. The client’s adviser remains their adviser throughout.
It is worth distinguishing this from the two arrangements it is often confused with. A referral transfers the client: the firm makes an introduction, the new adviser opens their own engagement, and the original firm is thereafter a spectator on that part of the matter. A joint retainer creates two advisers with two engagements, two invoices and two relationships, and the client is left to work out who is responsible for what. Neither is what is being described here. In a white label instruction there is one engagement with the client, and it belongs to the firm.
The practical test is simple. If the arrangement is working, the client experiences their own firm handling the Netherlands competently. They do not experience a handover, a second set of introductions, or a new name in their inbox.
Who speaks to the client
The default position is that Montclare does not. Questions come from the firm, answers go back to the firm, and the partner who has the relationship decides how the substance is put to the client. That default holds throughout the file, including the phases where direct contact would be more convenient for everyone.
There are moments where a direct conversation genuinely helps: a technical call the partner would prefer their client to hear first hand, a bank meeting, a notarial appointment. Those happen when the firm asks for them, with the firm present, and with Montclare introduced as the firm’s Dutch counsel. What does not happen is a follow-up outside that meeting, a separate channel opened afterwards, or a contact record that outlives the mandate, other than the records the Wwft requires us to keep, among them the client due diligence records described below. The conversation ends when the meeting does, and the thread returns to the firm.
The reason this is a rule rather than a courtesy is that relationships are built through access. An adviser who is copied on everything becomes, over a long enough file, a person the client thinks to call. Removing that access is what makes the rest of the arrangement credible.
Who invoices
Montclare invoices the instructing firm. The firm invoices the client under its own terms of business. The client receives one bill from the adviser they engaged, which is both cleaner for them and the point of the arrangement.
What the firm does with the underlying cost is its own decision. Some pass the Dutch layer through at cost and price their own time accordingly. Some apply a margin, on the reasonable basis that they carry the client relationship, the coordination and the commercial risk. Some absorb it inside a fixed fee they have already quoted. None of those choices requires our involvement or our agreement, and we do not ask what the client is being charged.
Pricing is set to make that possible. Where a piece of work has a definable shape, the Dutch layer is quoted as a fixed fee against a defined deliverable, so the firm can commit to its own client with certainty rather than passing on an open hourly exposure. Where the work is genuinely open ended, it runs on time with an agreed ceiling, and the ceiling is not moved without the firm’s written agreement in advance.
Whose client it is
This is the question behind every other question, so it is worth answering without softening. The concern is that once a specialist is inside a matter, the client eventually goes direct, and the firm that made the introduction ends up having trained its own replacement. It is a legitimate concern and it happens in this market.
The contractual answer is a framework agreement between the two firms, signed before the first instruction, containing a non-solicitation covenant that runs during the mandate and for a defined period afterwards. It covers direct approaches, marketing, and acceptance of instructions from the client on matters within the firm’s own practice. Other than as the Wwft requires, we do not use the client’s name in our marketing or as a reference, we do not list them, and we do not describe the mandate in a way that identifies them.
The commercial answer matters more, because covenants are only ever a floor. A firm that sends work regularly is worth considerably more than any single client taken from it, and taking one ends the channel permanently and becomes known. The model only functions if instructing firms keep instructing. That is not goodwill, it is the economics of the arrangement, and it points in the same direction as the contract.
Confidentiality, and how much actually moves
Information travels in one direction and is scoped to what the layer requires. Other than as the Wwft requires, Montclare receives what is needed to do the Dutch work and not the surrounding file: not the firm’s own analysis, not the commercial terms of the wider transaction, not the client’s other matters. Where the firm prefers, the first exploratory conversation can be held on a pseudonymized basis, with the client identified only as a description of the situation.
That said, it is better to be precise about where anonymity ends, because a firm planning around it needs to know. Montclare acts as a tax adviser, and under article 1a of the Dutch Money Laundering and Terrorist Financing (Prevention) Act, the Wwft, independent tax advisers are institutions subject to the act, as are banks, and notaries when they advise on or assist with the formation of a company. The guidance of the Bureau Financieel Toezicht, the supervisor of tax advisers under the act, treats the first exploratory conversation, in which the client’s legal position is normally determined, as covered by the exemption in article 1a for work concerning the determination of a client’s legal position, so that the Wwft does not yet apply to it, and says that once it is clear what work is to be done for the client, the adviser must determine again whether that work falls under the exemption. Once the work has been defined, we carry out our own client due diligence before the engagement begins. Article 3 of the same act requires such an institution, among other things, to identify the client and verify its identity, to identify the ultimate beneficial owner and take reasonable measures to verify that person’s identity, where the client is a legal entity, to take reasonable measures to understand its ownership and control structure, and to take reasonable measures to verify whether the client is acting for itself or on behalf of a third party. Our review reaches the person on whose behalf the work is done, not only the instructing firm, which is how we read article 3 together with the act’s definition of the ultimate beneficial owner, a term that includes the natural person for whose account an activity is carried out. Article 4 requires the identification and verification to be completed, as a rule, before the business relationship is entered into. Among the exceptions it sets out, the one in its third paragraph allows verification, not identification, to be completed while the relationship is being entered into, and only where that is necessary to avoid interrupting the service and the risk of money laundering or terrorist financing is low, in which case verification must follow as soon as possible after the first contact. Article 33 requires the documents and data used to be recorded, and kept for five years after the business relationship ends. Beyond that, once an entity is being incorporated, once a notary is engaged, and certainly once a bank is involved, identification and beneficial ownership verification are also statutory obligations owed by the parties performing them. At each of those points the client’s identity and ownership chain have to be established and documented by that party. What can be controlled is when those parties are brought in, the routing and who receives what. What cannot be controlled is whether the obligations apply, ours included.
Everything we hold on a mandate is held under professional confidentiality and under the framework agreement, subject to what the Wwft itself requires, and the working file remains attributable to the instructing firm’s matter. That does not extend to the client due diligence record described above, which article 33 requires us to keep ourselves.
How the work divides
The boundary is written into the instruction at the outset, on a single page, before any work begins. Ambiguity about scope is the most common way these arrangements sour, and it is entirely preventable by spending an hour on it at the start.
The firm keeps the client relationship, the commercial objective, the analysis under its own law, and the decision. It decides what the structure needs to achieve and it takes the call. Montclare takes the Dutch layer: the structuring options and their consequences, the entity and its incorporation, the substance arrangement and what it will require operationally, the corporate housekeeping, the banking process, and the local filings and registrations that follow.
What sits at the seam is named explicitly, because that is where the real questions live. Tax analysis in the client’s home jurisdiction is the firm’s, and the interaction between the two systems is a joint question that neither side should answer alone. Written scope also fixes the reverse problem, which is a specialist quietly expanding into work the firm intended to keep.
What comes back, and in what form
Deliverables are produced so that the firm can put its own name on them. Memoranda are drafted unbranded, in a register that matches how a firm writes to its client, and structured so a partner can read one and hold the conversation without translating it first. Where the firm prefers, we work directly in the firm’s template.
The usual output of a mandate is a structuring note setting out the options and their consequences, a document request list the firm can send to its client as its own, draft resolutions and powers in the form the receiving desk will accept, a filing pack, and a calendar of the recurring obligations the entity will carry after completion. Status reporting runs on a fixed rhythm agreed at the start, so that, within what the Wwft allows us to disclose, the partner is never in the position of having to ask what is happening before speaking to their client.
The test applied to every deliverable is whether the firm could forward it, or the substance of it, without editing out anything that reveals a third party wrote it. If it fails that test it goes back.
What the firm ends up with
A firm using this arrangement has extended its jurisdictional reach without hiring, without a correspondent office, without a formal alliance and without training anyone in a second legal system. It can accept an instruction it would previously have declined or partly declined, and it can accept it with a defined cost and a defined boundary of responsibility.
The client sees none of that. They see that they asked their firm about the Netherlands and their firm handled it. That is not a cosmetic outcome, it is the whole design, and it is the reason the arrangement is worth structuring this carefully rather than leaving it to good intentions. We stay behind you because the model does not work any other way.
This article is informational and does not constitute tax advice. Each engagement is subject to scope and applicable regulation.