By Operator One Editorial — 2026-06-14
When a brand decides to expand into the European Union, the first decision is rarely "which marketplace" — it is "under which commercial model do we sell." That single choice determines who is legally the seller to the consumer, who carries product-safety and tax liability, who owns the marketplace account, and ultimately who keeps the customer relationship and the data. Three models dominate the EU landscape in 2026: the Merchant of Record (MoR), the Distributor, and the Marketplace Agency. They are often spoken about interchangeably, but they are legally and commercially distinct. This article sets out what each one actually is.
Model 1 — Merchant of Record (MoR)
A Merchant of Record is the legal entity named on the consumer invoice. When a shopper in Munich buys a product on Amazon.de, the receipt shows the MoR's company name, VAT number and address — not the brand's. Legally, the MoR is the seller of record, the importer of record into the EU customs union, the VAT-registered party in each member state, and the entity that the consumer has a contract with under EU consumer law (Directive 2011/83/EU and the Omnibus Directive).
The MoR carries the operational liability stack on behalf of the brand:
- Product safety and GPSR. Under the General Product Safety Regulation (EU 2023/988), in force since 13 December 2024, every product sold to EU consumers must have a "Responsible Person" established in the EU. The MoR is that responsible person on the listing and on the packaging.
- VAT and OSS. The MoR holds local VAT registrations where required, files One-Stop-Shop returns for distance sales, and reconciles marketplace-facilitated VAT under the Deemed Supplier rules.
- EPR (Extended Producer Responsibility). Packaging, WEEE, batteries and — in France — textiles registrations sit with the MoR. UINs for Citeo, LUCID, ADEME, CONAI, Ecoembes and the other national schemes are held in the MoR's name.
- GDPR. The MoR is the data controller for the consumer transaction; the brand typically remains the controller for its own CRM and marketing data.
- Returns, complaints and consumer-law disputes. The 14-day right of withdrawal, the 2-year statutory warranty (3 years from June 2026 in some categories), and ADR/ODR claims are all handled by the MoR.
The marketplace seller account is held by the MoR. Importantly, this is also where the model splits cleanly from the next two: the brand keeps its own Brand Registry. Trademarks, A+ Content, Brand Story, Stores and the underlying IP stay registered to the brand entity. The MoR sells under the brand's registry, not over it.
Financially, MoR is typically a revenue-share model. The MoR purchases inventory or takes it on consignment, pays the brand on agreed terms (often net of marketplace fees, fulfilment, EPR, returns and a service component), and the brand sees a predictable monthly settlement per marketplace. There is no wholesale margin lost up front, and unsold stock can usually be repatriated. For more depth see /merchant-of-record and the liability terms in the compliance glossary.
MoR fits brands that want full EU coverage without setting up local entities, that want to launch on many marketplaces in parallel rather than one at a time, and that want to keep their brand IP and customer story intact while outsourcing the regulatory plumbing.
Model 2 — Distributor
A distributor buys product from the brand at a wholesale price and resells it under their own account. Legally, the distributor takes title to the goods, becomes the importer of record, and is the seller to the consumer. On paper this looks similar to MoR, but the commercial mechanics are fundamentally different.
- Invoice and title. The brand invoices the distributor (B2B). The distributor invoices the consumer (B2C). Margin is captured at the wholesale step.
- Brand control. The distributor typically owns the marketplace listing, the seller account, and — in many cases — the Brand Registry on Amazon for the markets they operate. Reclaiming the registry later requires a brand-owner intervention with the marketplace.
- Liability. Product safety, EPR, VAT and GDPR sit with the distributor, but only for the geographies they cover. A brand using three regional distributors has three regulatory perimeters to manage.
- Pricing and assortment. Once title transfers, the brand has limited say over retail price, promotional cadence, or which marketplaces the SKU appears on. MAP policies help but are not always enforceable on third-party marketplaces.
Financially, the distributor model is a wholesale margin: the brand sells at, typically, 40–60% off retail and the distributor keeps the spread after marketplace fees, logistics and their own overhead. Cashflow is fast (the brand gets paid on the PO), but the absolute revenue per unit is lower and the brand loses visibility into sell-through and consumer data.
Distributor fits brands that want a clean B2B transaction with no operational involvement, that are comfortable trading margin for simplicity, and that do not need real-time control over how the brand appears on shelf.
Model 3 — Marketplace Agency
A marketplace agency does not sell the product. The brand keeps the seller account, the VAT registrations, the EPR registrations, the inventory ownership and the consumer-facing legal liability. The agency provides services: account setup, listing optimisation, advertising management, catalogue work, content production, sometimes reporting.
- Invoice. The brand is on the consumer invoice. The agency invoices the brand for services.
- Liability. Product safety, VAT, OSS, EPR, GDPR and consumer-law disputes all sit with the brand. The agency typically carries professional indemnity for its own work, but not product liability.
- Account and Brand Registry. The brand holds both. The agency operates them under a user-permission grant.
- Geography. Each marketplace and each country adds a registration the brand must complete in its own name. A pan-EU launch can mean 20+ separate filings.
Financially, agencies work on a management fee, sometimes with a performance kicker tied to ad spend or revenue. The brand pays whether or not units sell, but keeps 100% of the gross margin minus marketplace fees.
Agency fits brands that already have an EU entity, existing VAT and EPR registrations, internal capacity to handle GPSR responsible-person duties, and a defined marketplace strategy where they want execution support rather than a commercial partner taking title.
Side-by-side
- Named on consumer invoice: MoR — MoR. Distributor — distributor. Agency — brand.
- Importer of record: MoR / Distributor / Brand.
- GPSR responsible person: MoR / Distributor / Brand (must appoint one if non-EU).
- VAT + OSS filings: MoR / Distributor / Brand.
- EPR UINs (Citeo, LUCID, ADEME, CONAI, Ecoembes etc.): MoR / Distributor / Brand.
- Marketplace seller account: MoR / Distributor / Brand.
- Brand Registry (Amazon, etc.): Brand / Distributor (usually) / Brand.
- Commercial model: Revenue share / Wholesale margin / Management fee.
- Customer + sell-through data visibility: Shared with brand / Limited / Full to brand.
- Inventory risk: Shared or MoR / Distributor / Brand.
Which fits when
There is no universally correct answer. A heritage food brand with established country managers and EU warehousing may be best served by an agency. A regional drinks brand wanting to test one country with no investment may prefer a distributor. A consumer-electronics seller wanting to be live across 27 EU member states, the UK and 100+ marketplaces — including Amazon IE, which is live in 2026 — typically chooses MoR because the registration and liability load is otherwise prohibitive. See the live coverage map at /marketplaces.
The decision usually comes down to three questions: How many countries do you want live in within 12 months? How much regulatory and operational liability are you willing to absorb in-house? And how important is it that your brand keeps its registry, its data and its pricing control?
Where Operator One fits
Operator One operates as Merchant of Record across 27 EU member states and the UK, covering 100+ marketplaces from its Almere headquarters and its Lucca hub in Italy. The model has been in market since 2021 and serves brands including Dabur. The brand keeps its registry, its IP and its customer story; the regulatory, tax and consumer-law stack runs through Operator One. For a deeper walk-through see /merchant-of-record.