Stichting or BV: Which Dutch Legal Form for Which Purpose

The BV: ownership

Shareholders own the company. The company pays out dividends, and shares can be transferred. The BV is the form for business and investment. The BV pays corporate tax, and the shareholder pays tax in box 2 (tax on substantial shareholdings). You can read more on the BV incorporation page.

The stichting: purpose and control

A foundation has a purpose and a board. Distributions to founders are prohibited by law. It is commonly used for charities and non-profits (with ANBI status for tax facilities) and for sector institutions. In business practice, it is also used to keep control separate from ownership.

The combination: the STAK

Planning for the next generation? See how to set up a family office in the Netherlands.

A foundation that issues depositary receipts (stichting administratiekantoor, STAK) owns the shares in a BV. For each share, it issues a depositary receipt. The receipt holders receive the economic value. The foundation's board keeps the voting control. Family businesses often use this setup to separate the value for heirs from control of the company, for example in succession. You can read more on the STAK page.

If you live outside the Netherlands, the steps are the same in every country. An employee of the notary's office signs the deed for you with your power of attorney. The company is then registered with the KVK, the Dutch chamber of commerce, and gets its tax numbers. See company formation in the Netherlands for non-residents for an overview.

How to choose

For profit paid to owners, choose a BV. For a purpose, with assets protected from ownership claims, choose a stichting. To spread the value of a business over several people while control stays with a few, choose a BV under a STAK. A social enterprise that trades usually becomes a stichting that owns a BV. The foundation has the purpose, and the BV operates the business.