Short answer: a STAK takes over the legal ownership of the shares — the voting rights — and issues certificates carrying the full economic ownership: dividend, growth in value and sale proceeds. Fiscally the STAK is transparent: the certificate holder is taxed as if holding the shares directly, so box 2 stays box 2 and the participation exemption keeps working.
How a STAK works
The structure in three layers: STAK → holding → operating BV (besloten vennootschap, the Dutch private limited company). The foundation is the shareholder of the holding and votes the shares; the foundation board — usually you, possibly joined by a trusted person — decides who steers. The certificates sit with you privately (or with family, staff or the next generation) and receive one-to-one every dividend: the administration conditions oblige the STAK to pass it straight through. The notary incorporates the foundation, drafts the conditions and transfers the shares to the foundation for administration.
| Layer | Who | What |
|---|---|---|
| STAK | Board: you (+ trusted person) | Voting rights, appointing the holding board, course |
| Certificates | You, family, staff | Dividend, growth, sale proceeds |
| Holding → operating BV | The existing structure | 19% corporate tax, participation exemption, wealth building |
What the STAK delivers
1. Privacy in the trade register. Certificate holders stay outside the company’s KVK extract; only the foundation shows as shareholder. The UBO register still exists behind it — and since the EU Court ruling of November 2022 it is shielded: only competent authorities and parties with a statutory task have access.
2. Control bundled, succession directed. You gift or sell certificates to children — yearly if you wish, using the exemptions and the business succession scheme on enterprise assets — while the voting rights stay with the foundation board.
3. Continuity at death and in unforeseen situations. The articles arrange who takes over the board; the company stays governable, separate from the estate settlement.
4. Protection against fragmentation. With multiple shareholders, staff participation or family capital, certification keeps voting rights at one table while everyone shares in the value.
5. Tax neutrality. The Tax Authority looks through the STAK: certificates count as the substantial interest of their holder.
Costs
Notary fees for the foundation deed follow the dossier; the deed covers the administration conditions and the transfer of the shares, plus a modest annual administration. The step-by-step incorporation route: setting up a STAK in 2026. Last verified: 19 July 2026.