Setting up a STAK in the Netherlands

No. Holders of certificates with more than 25 percent of the economic interest in the BV register as its UBOs; in the KVK's example, holders of 30 and of 70 certificates both register. The STAK has its own UBO test under the Wwft implementing decree. Certification separates vote from profit; it does not hide the owners.

Acting as director of a legal person outside one's own group for a client is a trust service that needs a DNB licence. The exemption covers natural persons directing, on instruction, a STAK that holds only shares for certificate holders. A company as director is outside it. We never act as director and supply none.

The vote stays with the STAK board. The BV's articles decide whether certificates carry meeting rights (art. 2:227 lid 2 BW); once granted, the arrangement changes only with the consent of the holders concerned (lid 4). No meeting rights is the usual drafting choice, not a rule of law. Holders with meeting rights are entered in the BV's register.

A BV can itself issue non-voting shares (art. 2:228 lid 5 BW) and shares with no or limited profit rights (art. 2:216 lid 7 BW). A STAK adds a separate board that votes the certified shares as one block, and certificates that transfer without a notary. The conditions decide; the choice is made with you.

No. A foundation's deed is executed before a Dutch notary in Dutch (art. 2:286 lid 2 BW), and the online English-language deed of art. 2:175a BW exists for a BV only. A founder or shareholder who does not attend takes part through a written power of attorney; the notary may ask for a legalised signature.

The KVK charges EUR 85.15 to register the STAK in 2026, the same for every legal form (art. 5 Financiële regeling handelsregister 2019). Notarial rates for STAK deeds are not fixed and differ per notary, so no total can be given. Later transfers of certificates need no notary. Our fee is on request.

It can. After certification a parent holding only certificates is in principle no longer financially interwoven with the subsidiary, unless the same person directs the STAK and the parent (Besluit fiscale eenheid omzetbelasting, Stcrt. 2024, 38545, para. 3.3.1). A group with a VAT group checks this before the deeds are signed.

Only if its articles give the board that power (art. 2:291 lid 2 BW). Without it, the board may not enter into agreements to encumber registered property or give guarantees. Whether the STAK may pledge the shares is decided when the first deed is drafted, because the articles can later be amended only if they allow it.

A STAK is a Dutch foundation that holds the shares of a BV and issues certificates against them. The certificates carry the right to a portion of the profit; the voting right lies with the board of the STAK. In civil law a certificate is a claim of the holder on the STAK, and the shares belong to the STAK.

STAK stands for stichting administratiekantoor. The official English portals render it as trust office foundation or administrative office foundation. The certificates it issues are certificaten van aandelen, also called share certificates or depositary receipts, and the terms between the STAK and the holders are its conditions of administration.

A stichting, or foundation, is a legal person without members that pursues the object in its articles with assets dedicated to it (art. 2:285 lid 1 BW). It may not make payments to its founders or board members (lid 3); a STAK passes on what the shares yield to certificate holders under its conditions of administration.

A person entitled only to the benefits from shares is treated as a shareholder (art. 4.3 Wet IB 2001), so a holder with at least 5 percent has a substantial interest in box 2, taxed in 2026 at 24.5 percent up to EUR 68,843 and 31 percent above for a resident. The BV withholds 15 percent dividend tax.

A foundation is subject to corporate income tax only insofar as it runs an enterprise (art. 2(8) Wet Vpb 1969), and on the official reading a STAK files no financial statements. It still draws up a balance sheet and a statement of income and expenditure within six months of year end and keeps records for seven years.

These are the two uses the official portal names. In succession the successor sits on the STAK board and the other heirs hold certificates; a director cannot outvote all the others together (art. 2:291 lid 4 BW). Employees can hold certificates for a share of the profit. Whether succession relief applies to certificates is confirmed by a tax adviser.

Yes. The STAK's seat must be a Dutch municipality and its deed is in Dutch, signed by written power of attorney where needed (art. 2:286 BW). A non-resident holder with a substantial interest in a Dutch company stays within Dutch box 2 (art. 7.5 Wet IB 2001), usually limited by a tax treaty. No treaty outcome is stated here.