The deed of creation of a Dutch STAK structure
As mentioned above, the STAK
is created through a notarial deed, which is simpler compared to the registration of another type of company
. However, it should be noted that the deed must contain specific information, among which its name which must contain the word stichting (foundation), the purpose of created, the registered address, the procedures of appointing and removing officers, the procedures through which decisions in the entity will be made, and details on the dissolution and payment proceedings.
A Dutch STAK
must be registered with the Trade Register
, however, in 2020, the Government plans on creating an Ultimate Beneficial Owner Registrar (UBO), where both companies and foundation registered with the Commercial Register must also provide information on their shareholders
. This is one of the most important measures taken by the Dutch government under the Prevention of Money Laundering and Terrorism Financing Act. Not all shareholders must be registered with the UBO, only those owning more than 25% of the voting shares in companies and other structures.
Our company formation advisors in the Netherlands can offer updated information on legislative matters concerning companies and foundations.
The structure of a STAK in the Netherlands
Foundations, STAKs included, are flexible from a structure point of view, as they can have a board, however, it cannot be made of members. The Dutch STAK can also be registered as business, however, all the profits of the company must be directed to the cause or purpose of the foundation.
It is also permitted for a Dutch STAK
to have employees, and under certain circumstances, its officers can be remunerated as employees
. However, it should be noted that a STAK
cannot employ any of its officers if it is registered as a public benefit foundation.
There are various legal considerations that need to be taken into account upon the creation of a STAK in the Netherlands which is why we recommend you consult with our local specialists upon the creation of such an organization.
Participants in a STAK in the Netherlands
Given that the STAK falls under the provisions of the Civil Code and that it can be used for asset protection and charities in most cases, it cannot have shareholders. However, it can hold shares in family businesses, for example. Also, in order to be recognized in the Netherlands
, the STAK
must have at least one manager who can be the sole member of the board. This type of entity can be a shareholder in other businesses, including in holding companies
that are known for the many benefits they offer.
One of the main advantages of the STAK is that it can be organized with a minimum number of participants that will lead to more transparency and easiness in the decision-making process.
The STAK structure can be used by Dutch nationals and foreign ones, as long as the latter respect the regulations imposed by the laws here.
Our company formation specialists in Netherlands can guide foreign citizens who want to set up their activities by using this structure.
How to operate through a Dutch STAK
The creation of a STAK comes with many advantages, however, the most important one refers to the fact that the different types of shares such a structure can hold can be separated. A STAK can issue voting rights, as well as profit-sharing ones. While the first type will be attributed to the participants, the second type can be used to issue share certificates that must be subscribed into a certificate register. The structure will pay those who bought shares in accordance with the profits made by the entity.
Depending on the reason you have to open a STAK in the Netherlands, there are also various requirements you must meet. These can be explained by our local consultants.
The STAK as an inheritance and asset protection tool
Many European countries provide for various asset and wealth management tools, and in the Netherlands, the STAK is one of the most appreciated. Furthermore, it can also be used for organizing inheritances. For instance, a person investing his/her shares in a foreign company in a Dutch STAK will ensure that the respective shares will or will not be inherited, in accordance with one’s wishes.
The STAK can also be used as a sole shareholder in a Dutch company, thus ensuring the protection of the participants.
Any valuable assets held by a family can be placed in a STAK in the Netherlands, thus avoiding any risks of losing them since the Dutch entity will be the owner.
Even if there are also other countries that make great asset protection jurisdictions, the Netherlands is mostly known for its well-developed business environment and reputation, as well as a favorable taxation regime of entities such as foundations.
We can help foreign citizens who want to ensure an efficient protection of their assets by creating STAKs in the Netherlands. The documents can be drafted in a few days, while the registration may take up to 4 weeks.
The UBO Register
Seeking to ensure that anti-money laundering regulations are respected, the Netherlands created the Ultimate Beneficial Owners Register (UBO). It contains information on persons who hold share certificates in Dutch STAKs. However, only those who own more than 25% of such certificates are required to register with the UBO.
In terms of disclosing information, it should also be noted that the sources of the funds must be provided to the Dutch National Bank.
Our local agents can offer more information on the procedure of registering as an UBO.
Taxation of STAK structures in the Netherlands
From a taxation point of view, the STAK
will need to register with the Tax Administration in the Netherlands
only if it is incorporated as a business. This way, it will pay the corporate tax on the commercial activities and economic transactions it makes.
There are also situations under which the STAK is subject to VAT payments.
With respect to annual filing requirements, a Dutch STAK must file annual accounts only if it registered a yearly turnover of more than 6 million euros for two consecutive years.
We can also provide accounting services tailored to the type of entity you run the Netherlands.
Foundations and associations in the Netherlands – statistics
The Netherlands is very appealing when it comes to asset protection which can be secured through structures like foundations and associations. Between 2015 and 2020, the number of such structures has increased on an annual basis, as it follows:
- - between the last quarter of 2015 and the third of 2016, their number increased from 36,400 to 37,030;
- - in the second quarter of 2017, this number rose to 37,820;
- - in 2018, between the first and the fourth quarters, the number of foundations and associations reached 38,245;
- - between 2019 and 2020, there were several fluctuations, with the last data for the first quarter of 2020 when there were 39,335 foundations and associations.