A STAK (stichting administratiekantoor) is a Dutch foundation that holds the shares in your BV and issues depositary receipts (certificaten) in return. The result splits ownership in two: the STAK keeps the voting control, and the receipt-holders get the economic rights (dividends and sale proceeds). It is the standard Dutch tool for employee equity and for keeping founder control.
What is a STAK?
STAK stands for stichting administratiekantoor, literally an "administration-office foundation". It is a stichting: a Dutch foundation, a legal entity in its own right, governed by Book 2 of the Dutch Civil Code (Burgerlijk Wetboek) and registered at the KvK like any other entity. A foundation has a board but no members and no shareholders, which is exactly what makes it useful here.
The job of a STAK is narrow and specific: it holds shares in a company (usually a BV) and, against those shares, it issues depositary receipts to the people who are meant to benefit from them. The Dutch word for those receipts is certificaten, and the process of putting shares into a STAK is called certificering, "certification". People sometimes call a STAK a "Dutch trust" in English, but that is loose: it is a foundation, not a trust, and there is no settlor or trustee in the common-law sense.
How certification works
The mechanics are simpler than the jargon suggests. There are three moving parts: the company, the foundation, and the receipts.
- You incorporate a STAK by notarial deed and register it at the KvK. It has a board (the bestuur), which is often you, the founder, at the start.
- The shares in the BV are transferred to the STAK, so the foundation becomes the legal shareholder on the register. This is the certificering step.
- In exchange, the STAK issues depositary receipts back to the original owners (and later to employees or others). Each receipt mirrors one underlying share economically.
From that point on the STAK is the registered shareholder and exercises the shareholder rights, while the value of the shares sits with the receipt-holders. A set of administration terms (administratievoorwaarden) governs the relationship: how dividends are passed through, when receipts can be transferred or bought back, what happens on a leaver event, and how the STAK board is appointed. Those terms are where the structure is actually designed, so they deserve careful drafting.
The split: voting control vs economic rights
The whole point of a STAK is to break a share into its two components and hand them to different people.
| Right attached to a share | Stays with the STAK | Goes to the receipt-holder |
|---|---|---|
| Voting at the shareholders' meeting | Yes | No |
| Dividends | Passed through | Yes |
| Proceeds on a sale or liquidation | Passed through | Yes |
| Appointing/removing the BV's directors | Yes (via the vote) | No |
So the receipt-holder owns the economic value of the shares, the dividends and the eventual exit proceeds, but does not get a vote at the company's shareholders' meeting. The vote stays with the STAK, and the STAK is controlled by its board. Whoever controls the board controls the vote, regardless of how widely the economic value is spread.
One nuance worth flagging: certification can be done "with cooperation of the company" (met medewerking) or without it, and the terms can grant receipt-holders meeting and information rights short of a share vote. The cooperation flavour can give receipt-holders certain statutory protections. The core trade, votes stay up, value goes down, is the same either way.
Use case 1: employee equity (ESOPs)
This is the most common reason a growing Dutch company sets up a STAK. You want to give employees a real economic stake, an upside on dividends and on a future exit, without handing twenty or fifty people a vote and a seat at the shareholders' meeting, and without cluttering the share register with leavers.
A STAK solves all of that at once:
- Employees get economic upside, not control. They hold depositary receipts, so they share in dividends and exit proceeds, but the voting power stays consolidated in the STAK. Decision-making does not fragment as the team grows.
- The cap table stays clean. The BV's share register shows one shareholder, the STAK. Joiners and leavers are handled at the receipt level inside the foundation, not by amending the register each time.
- Leaver mechanics are built in. The administratievoorwaarden can set good-leaver and bad-leaver buy-back terms, vesting, and transfer restrictions, so equity comes back cleanly when someone leaves.
If your plan is options rather than direct equity, the receipts are usually the instrument that the options ultimately convert into. For the option mechanics themselves, see the ESOP and stock options guide; this page is about the vehicle that holds the underlying shares.
Designing an employee equity plan on top of your BV? We set up the STAK, the certification, and the administration terms as one piece of work. Tell us what you are trying to do →
Use case 2: founder voting control
The second classic use is the mirror image of the first. Here the founder wants to raise money or bring in co-founders and other shareholders while keeping control of how the company is run.
You certify the shares into a STAK whose board the founder controls. Investors and co-founders then hold depositary receipts: they get their full economic share of dividends and exit proceeds, but the vote sits with the STAK, and the STAK answers to its board. As long as the founder controls the board, the founder controls the company, even after their economic stake has been diluted well below 50%.
This is the Dutch equivalent of a dual-class share structure, achieved with one foundation instead of a special class of super-voting shares. It is used by founders who want to take on capital without losing the steering wheel, and by families wanting to keep a business under unified control across a wide group of economic owners. The flip side, naturally, is that investors will scrutinise the STAK's terms closely, so the board-appointment and protective-rights clauses have to be negotiated, not assumed.
How a STAK differs from a holding company
Founders sometimes conflate a STAK with a personal Holding BV, but they do different jobs and are often used together.
| Holding BV | STAK | |
|---|---|---|
| Legal form | Company (BV) | Foundation (stichting) |
| Primary purpose | Tax-efficient ownership + asset isolation | Splitting votes from economic value |
| Key benefit | Participation exemption (≥5%) | Control kept in the board |
| Who owns it | The founder (as shareholder) | Nobody; it is self-owning, run by its board |
| Typical trigger | Profit and exit value building up | Employee equity or a founder-control goal |
A Holding BV is about where value sits and how it is taxed: dividends and exit gains flow up to it free of Dutch corporate tax under the participation exemption (for ≥5% holdings). A STAK is about who controls the vote versus who gets the value. They are complementary: many companies end up with a STAK certifying the shares of an Operating BV while founders' personal Holding BVs hold the receipts, getting both the tax benefit and the control split. For the tax side, see the holding-structure guide and the participation exemption.
Setting one up
A STAK is incorporated by a Dutch civil-law notary and registered at the KvK, the same authorities involved in forming a BV. The two pieces of real work are (1) the foundation's articles, which set out how the board is appointed and what the STAK may do, and (2) the administratievoorwaarden, the terms that govern the receipts: dividend pass-through, transfer and buy-back rules, vesting, and leaver mechanics.
Because the terms carry all the design, this is not a copy-paste job: an employee-equity STAK and a founder-control STAK look quite different on paper even though the legal form is identical. If you are forming the underlying company at the same time, it is usually cleanest to plan the STAK alongside it rather than bolting it on later, the same logic that makes a Holding + Operating BV cheaper to set up on day one than to retrofit.
If you have not formed the company yet, start with the Form a Dutch BV service (€1,295 all-in, BTW included, typically 5 working days), then layer the STAK on top once the equity or control plan is clear.
What to watch for
- The board is the control point. Everything hinges on who appoints and removes the STAK board, because the board exercises the vote. Get the board-appointment clause wrong and you can lose the control you set the STAK up to keep. Read it as carefully as you would a shareholders' agreement.
- UBO reporting still applies. Both the STAK and the underlying BV have UBO obligations, and the rules look through to who ultimately benefits or controls. Receipt-holders above the threshold and those controlling the board can be reportable, see the UBO register guide (verify the current thresholds).
- Tax treatment depends on the terms. A STAK is normally treated as a conduit, the receipt-holder is taxed broadly as if they held the shares directly, but this hinges on how the certification is structured. Take Dutch tax advice on your specific case before certifying.
- Investor scrutiny. A founder-control STAK concentrates power, which sophisticated investors will negotiate around. Expect the protective-rights and board clauses to be a live point in any raise.
FAQ
No. A STAK is a Dutch stichting (foundation), a legal entity in its own right with its own board, not a trust relationship between a settlor and a trustee. People often call it a "Dutch trust" loosely because it holds assets for the benefit of others, but legally it is a foundation governed by the Dutch Civil Code, not trust law.
Not on the shares themselves. The voting rights stay with the STAK, which is run by its board. Receipt-holders hold the economic value (dividends and sale proceeds) but no shareholder vote. The STAK's terms (administratievoorwaarden) can grant receipt-holders meeting or information rights, and "certificering met medewerking" can give them some statutory rights, but the share vote stays with the foundation.
A STAK is a foundation incorporated by notarial deed at the KvK, plus the administratievoorwaarden that govern the receipts and the certification of the existing shares. It is more work than a plain BV because the terms have to be drafted to fit your goal (employee equity, founder control, or both), but it is a well-trodden Dutch structure, not exotic. Talk to us for a fixed quote on your situation.
Both the STAK (a stichting) and the underlying BV have their own UBO obligations. Beneficial ownership is assessed by looking through to who ultimately controls or benefits, so depositary-receipt holders above the threshold and those who control the STAK board can be reportable. See our UBO register guide for how the look-through works (verify the current thresholds).
Yes. You transfer (certify) the existing shares into a newly incorporated STAK and the foundation issues depositary receipts back to the current owners. As with retrofitting a holding, the higher the company's value, the more valuation and tax care the step needs, so it is cleaner to do early. Take Dutch tax advice on your specific case before you certify.
A STAK is generally a conduit: it receives dividends on the shares it holds and passes the economic benefit to the receipt-holders, who are taxed as if they held the shares directly. It is normally tax-transparent for this purpose rather than a taxpayer in its own right, but the treatment depends on how the terms are drafted, so confirm the position with your adviser.
Planning a STAK for employee equity or founder control? We will scope the foundation, certification and terms together with your BV. Start the conversation →