What do European investors check in due diligence on a non-EU startup?

European investors check the same blocks as investors anywhere: company and ownership, the cap table, intellectual property, contracts, staff, tax and data protection. For a company whose parent sits outside Europe there is an extra layer, because each of those blocks has to be traced across two legal systems and shown in Dutch public registers.

Due diligence is where an investor stops reading the pitch and starts reading the documents. For a company built in one country it is mostly an exercise in tidiness. For a company with a parent in Seoul, Tokyo, Singapore or Istanbul and a young subsidiary in Europe, it is also an exercise in tracing: every asset and every employee has to be shown to sit where the company says they sit.

This guide sets out what is checked, and where the cross-border version differs. It is general information, not legal, tax or investment advice.

What does due diligence actually cover?

The documents behind every claim. Investors and their advisers work through the corporate records, the cap table, the intellectual property, contracts, employment, tax and data protection, and compare each one with what they were told in the meetings.

The blocks are much the same everywhere:

• Corporate: incorporation deed, articles of association, board and shareholder resolutions, filings.
• Ownership: the shareholders' register, every instrument that can turn into shares, the option pool.
• Intellectual property: who owns which registrations and which code, and on what terms others use them.
• Commercial: the contracts that carry the revenue, and what they say about a change of control.
• People: employment contracts, who employs whom, and what staff were promised in equity.
• Money and tax: filings, payroll registrations, and transactions with related companies.
• Data: what personal data the company holds, and where it goes.

European rounds have added weight in two places. Orrick's review of more than 400 venture and growth financings closed in Europe in 2025 reports heavier diligence on data governance and security, and ESG provisions in 56% of investment documents, up from 39% a year earlier.

Source: Orrick, Deal Flow 6.0, European Venture Capital Deal Term Review 2025 to 2026, pages 6 and 25

What is checked differently when the parent sits outside Europe?

Four things, and all of them are one question: which company actually holds what is being bought. An investor buying shares in a Dutch company is buying that company, not the group, so anything that lives in the parent has to be transferred, put under a written licence, or accounted for.

• The ownership chain. Who owns the parent, and who owns them, up to the people at the top.
• The technology. Whether the patents, the code and the data sit in the funded company or in the parent.
• The contracts. Which entity signed the customer agreements, and under which country's law they are read.
• The people. Which company employs the engineers, and whether the plan's salaries sit on that payroll.

Each has a document trail in two countries, and the investor's advisers can read only one of them.

Who owns the intellectual property, the parent or the European company?

Whatever the signed documents say, which is why this is checked early and repaired slowly. If the technology stays with the parent and the European company uses it, an investor wants the written licence, its term, its scope, and what happens if the parent changes hands.

There is a tax side founders often meet here for the first time. Under article 8b of the Dutch Corporate Income Tax Act 1969, transactions between related companies have to be priced as they would have been between independent parties, and the Dutch decree on transfer prices applies the OECD guidelines to exactly this arrangement. A licence at no charge, or a charge invented afterwards, is a finding in both the legal and the tax report.

European public money pushes the same way. According to the EIC Work Programme 2026, the EIC Fund looks for the companies it backs to keep most of their value, including their intellectual property, in the EU or in associated countries.

Sources:
Wet op de vennootschapsbelasting 1969, article 8b (wetten.overheid.nl, in Dutch)
Government.nl, International tax law: transfer prices and the OECD guidelines
European Commission, EIC Work Programme 2026, pages 76 and 175

What has to be visible in the Dutch public registers?

More than most founders expect, and less than they fear. A Business Register extract from KvK, the Dutch Chamber of Commerce, shows the company name, address, date of incorporation, business activities and in most cases the officials and who may sign for the company. A certified extract is official proof of registration and comes in Dutch and in English.

An extract for a branch lists no officials: those sit on the head office extract.

Ownership sits in a second register. According to Business.gov.nl, a Dutch BV registers its ultimate beneficial owners with KvK: people who own more than 25% of the shares, hold more than 25% of the voting rights, or are the statutory directors. Residence and nationality make no difference, and changes have to be filed within 7 days. A foreign legal entity such as a Ltd or a GmbH registers its beneficial owners in its own country instead.

The document an investor asks you for is not public. The shareholders' register of a BV is handed over by the civil-law notary at incorporation and kept by the company, so its accuracy is the company's own work. What goes in each folder is in what belongs in a data room, and the register itself in the Dutch UBO register.

Sources:
Business.gov.nl, UBO register for ultimate beneficial owner
KVK, Order a KVK Business Register extract
Business.gov.nl, Private limited company (BV) in the Netherlands

What happens to personal data that leaves Europe?

It needs a legal basis, and that basis gets checked. Under EU data protection law, personal data can move freely to a country the European Commission has found to offer an adequate level of protection.

The Commission has recognised Japan, the Republic of Korea, the United Kingdom, Israel, Canada for commercial organisations, New Zealand, Brazil, and the United States for organisations taking part in the EU-US Data Privacy Framework, among others. It confirmed in July 2026 that Korea continues to meet the standard.

Singapore, Taiwan, Türkiye and India are not on that list. A Dutch company that sends customer or staff data to a parent in one of those countries needs another safeguard, and an investor will ask which one.

Source: European Commission, Adequacy decisions

Where this sits in a round

A check starts after a term sheet is signed, so it examines the structure you already have. The gaps that come up most often are in due diligence red flags, the term sheet itself in how European and US term sheets differ, and who employs the staff, settled far earlier, in payroll in the Netherlands for a foreign company.

Sources

1. Business.gov.nl, UBO register for ultimate beneficial owner, checked 22 September 2026
2. KVK, Order a KVK Business Register extract, checked 22 September 2026
3. Wet op de vennootschapsbelasting 1969, version of 1 January 2026 (wetten.overheid.nl, in Dutch), checked 22 September 2026
4. Government.nl, International tax law: transfer prices, the arm's length principle and the OECD guidelines, checked 22 September 2026
5. European Commission, Adequacy decisions, checked 22 September 2026
6. European Commission, EIC Work Programme 2026 (PDF), checked 22 September 2026
7. Orrick, Deal Flow 6.0, European Venture Capital Deal Term Review 2025 to 2026 (PDF), checked 22 September 2026

Checked on 22 September 2026. This page is general information, not legal, tax or investment advice. Rules change: check the official source, or ask an adviser, before you act on it.