Wealth Management

Setting Up a STAK in 2026 to Keep Control and Transfer Wealth

Updated: 19 July 2026 Holdwise editorial team STAK Succession Certification

With a Stichting Administratiekantoor (STAK), you separate the voting rights on shares from their economic value. The foundation board keeps the voting rights. Through certificates, you give the value to the people you choose. Businesses often use a STAK for succession, employee participation and wealth transfer in phases. At Holdwise, we keep this answer up to date. You find the steps further down this page.

In a certification, the shareholder transfers their shares to a STAK. The STAK issues certificates that give the right to dividend and value. The voting rights remain with the foundation board, often the entrepreneur. With a correct set-up, the tax position stays unchanged. The certificate holder is treated for box 2 (tax on substantial shareholdings) as if they owned the shares directly. This is called fiscal transparency. The business succession scheme (BOR) remains available for a genuine enterprise.

How the structure is set up

A notary incorporates the foundation and draws up the administration conditions. You transfer part or all of your shares to the STAK. The STAK issues one certificate for each share. The certificate holders receive the dividend and the growth in value. The board of the foundation uses the voting rights on the shares. If you are on the board, you keep the voting rights while the certificate holders receive the value.

Three common uses

Succession and gifting: you give certificates to your children in phases, using the business succession scheme. In 2026, there is a 100% exemption up to €1,543,500 of enterprise value and 75% above it. As a board member, you still make the decisions. Employee participation: staff share in the profit through certificates, while the shareholders’ meeting remains small. Continuity: if a shareholder dies or there is a dispute, the voting rights remain with the foundation. The company can then still make decisions.

How a STAK is taxed

With well-drafted administration conditions, the STAK issues one certificate for each share and passes the dividends on directly. The tax authority then looks through the STAK. The certificate holder has the substantial interest in box 2. The participation exemption in the structure remains available. The STAK only performs holding activities and in principle pays 0% corporate tax. The people behind the STAK are also listed in the UBO register. This applies to certificate holders and board members with qualifying interests.

We can keep the shareholder register, the board decisions and the yearly filings of your Dutch company in order. See corporate secretarial services in the Netherlands.

When more than one generation owns a part of the business, the family has to agree who decides and who receives the dividends. In the Netherlands, this is arranged with a foundation that issues depositary receipts (STAK). Read more about this on a family office in the Netherlands.

Steps and costs

A notary incorporates the foundation, draws up the administration conditions and records the transfer of the shares. The STAK is then registered with the KVK (the Dutch trade register) and keeps a register of certificate holders. The process takes a few weeks. The notary fee depends on the file, including how complex the conditions are. You can read more about certification in holding via a STAK. For gifts, see business succession under the BOR in 2026.

Whether a STAK suits your structure, and in what order alongside the holding, marital conditions and the BOR, follows from your figures and family situation. Our holding structure page explains how we approach this for your situation. Last verified: 19 July 2026.

Free advice

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We help you set up your company or holding in the Netherlands, from the notary to your tax numbers. Tell us where you stand or what you are planning. You get free advice on your next step.

Part of Doing Business in the Netherlands, the complete 2026 guide.

Frequently asked questions

Do I pay tax when certifying my shares? +

With a fiscally transparent set-up, certification counts as a continuation for box 2 (tax on substantial shareholdings). The certificates take the place of the shares. The tax claim stays the same.

Does the business succession scheme (BOR) remain available with a STAK? +

Yes. A gift of certificates in a genuine enterprise qualifies for the 2026 exemption. The exemption is 100% up to €1,543,500 and 75% above it. The usual conditions on continuation and holding period apply.

Am I anonymous with a STAK? +

Only partly. With a STAK, the certificate holders are removed from the trade register as shareholders. The UBO register still records the ultimate beneficial owners. A STAK arranges control and the transfer of wealth. Every Dutch structure is visible in the UBO register.

Sources Belastingdienst · KVK · wetten.overheid.nl Last updated: 19 July 2026