A STAK structure (Stichting Administratiekantoor) is a voting trust foundation, having a legal entity, in which there are no shareholders. The foundation requires a notarial deed, written in Dutch, in which it will be stipulated the name of the structure (that will include the word “stichting”), the main activity of the foundation, appointment of the directors and many others.
Main characteristics of a STAK structure
The main characteristic of a STAK foundation is that it can be used to buy shares of a company by issuing exchangeable depositary receipts. The STAK will then hold the shares for administration purposes, but will also have the rights arisen from the owning of the shares.
Generally speaking, the directors of a foundation are not liable for the debts incurred by the foundation, but there are few exceptions that may apply in this case. They can become liable in the situation in which administrative or management rules weren’t performed.
We invite you to watch a video about the Dutch STAK structure:
The purpose of STAK structure
Although foundations were first created as a way to promote charitable or non-profit events, they now have turned into a legal method for the protection of assets. A STAK structure has the purpose to separate the beneficial ownership from the legal one.
A STAK structure has the following functions:
•acquire and manage assets in its own name;
•issue certificates attesting the economic value of the assets;
•the certificates are binding under a contractual relationship;
•the main regulatory document of a STAK structure is the trust conditions.
The trust conditions document does not respect a certain model, as each STAK structure may be incorporated for a different purpose. As such, the drafting of the trust conditions must only respect the Dutch contract law.
If you need further information on the STAK structure in the Netherlands, please contact our Dutch agents, who can offer you assistance in this matter.
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