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Open a STAK Structure in the Netherlands

Updated on Tuesday 02nd August 2022

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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. 
 
Below, our Dutch company formation agents present the main characteristics of the STAK structure and the way to create it. If you are interested in opening a foundation under the form of a STAK structure, our consultants will help you.
 
 
 Quick Facts  
Applicable legislation Dutch Civil Code

 Types of STAK organizations

- charities,

- foundations,

- separate private foundations,

- voting trust foundations

 Uses of a STAK organization

A STAK in the Netherlands can be used for:

- charity works,

- asset management,

- owning various assets, including bank accounts

Shareholding requirements (if applicable) STAK structures do no have shareholders
Management requirements

In order to open a STAK in the Netherlands, it is required to appoint at least one manager.

 Local manager required (YES/NO)

No

Minimum share capital (if required)

No

Documents to create a Dutch STAK structure

The trust deed

 Registration with the Trade Register required (YES/NO)

Yes

Timeframe to register a STAK (approx.) Approx. 4 weeks
Taxation of STAK structures

STAK structures are liabile for taxation only if they perform commercial activities. They can also be subject to the VAT. 

 Tax exemptions available for STAK organizations

- no inheritance taxes,

- no capital gains tax if the owner is not a Dutch resident

Audited financial statements required (YES/NO)

No, however annual accounts must be prepared  

Visit required for incorporation (YES/NO)

Yes, in order to open the bank account for the Dutch STAK structure

  Support in creating a STAK in the Netherlands(YES/NO) Yes, we offer STAK registration services

 

The main types of foundations available in the Netherlands

The Netherlands has a complex legislation, however, it is also beneficial for those interested in accessing various tools which help them protect their assets. For this purpose, the foundation is one of the most important solutions. There are several types of foundations which can be set up in the Netherlands:
  1. the public benefit organization or the charity (Algemeen Nut Beogende Instelling, ANBI);
  2. the foundation for social benefit (Sociaal Belang Behartigende Instelling, SBBI);
  3. the separate private foundation (Afgezonderd Particulier Vermogen, APV);
  4. the voting trust foundation (Stichting AdministratieKantoor, STAK).
Out of these, the STAK structure is often preferred by foreign investors as through it, they can own various assets in companies.
 
If you need information on the legislation related to creating a foundation, our company registration agents in the Netherlands can offer it.

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
 

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.
 
We are also at your disposal if you want to create an entity by using a corporate structure, such as the private limited liability company or BV.
 

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.
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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