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.
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:
the public benefit organization or the charity (Algemeen Nut Beogende Instelling, ANBI);
the foundation for social benefit (Sociaal Belang Behartigende Instelling, SBBI);
the separate private foundation (Afgezonderd Particulier Vermogen, APV);
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.
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.
Thetrust conditions documentdoes 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.
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.