The skeleton
Each founder holds their stake through a personal holding BV; the holdings own the operating company. From a 5% stake the participation exemption pools dividends and — decisively — exit proceeds at 0% at the holding layer, where each founder then times their own box-2 moments independently: the mechanics. One founder wants liquidity, the other reinvests: the structure lets both be right.
ESOP-ready, investor-ready
The STAK slots above the option pool with a clean cap table (the certificate route), the articles carry vesting and leaver mechanics from the start (the notarial version), and investors read the whole chart in one look — the reason European funds sign the BV on sight: the Series-A checklist and the investor view.
The founder’s own layer
The personal holding also carries the salary design: the director-shareholder (DGA) benchmark stands at €58,000, and startup years are exactly what the growth-phase arrangement exists for — a lower salary agreed in writing with the tax administration, private liquidity via borrowing up to €500,000 from the own BV, together typically keeping €18,000–€20,000 per year in the company instead of the payroll tax bill. Requested early in the year: the founder-salary chapter and the full combination.