Keep control of your company with a Dutch STAK
A STAK foundation separates the voting rights from the economic ownership of your company. You keep control, and family or employees share in the value. You arrange privacy, succession and continuity in one deed. For tax purposes, the STAK is fully transparent. We set up the STAK, the holding and the operating company together, so control and value end up where you want them.
How the STAK works.
The structure has three levels: STAK → holding → operating BV. The foundation owns the shares of the holding and casts the votes. The board of the foundation makes the decisions. This is usually you, together with a reliable person if you wish. The depositary receipts are held by you privately, or by family, employees or the next generation. The holders of the receipts receive every dividend one-to-one.
| Level | Who | What |
|---|---|---|
| STAK | Board: you (+ a reliable person) | Voting rights, appointing the holding board, direction |
| Certificates | You, family, employees | Dividend, growth, sale proceeds |
| Holding → operating BV | Your existing structure | 19% tax, participation exemption, wealth building |
The benefits of a STAK.
Privacy in the trade register. The company extract shows only the foundation as shareholder. The UBO register has been closed to the public since the EU Court ruling of November 2022. Since 16 July 2025, only authorities and organisations that must check their clients (such as banks, notaries and accountants) can see it; access for others with a legitimate interest, such as journalists, follows later.
Planned succession. You can give or sell certificates to your children each year, using the tax exemptions and the business succession regime. The foundation board keeps the voting power until you decide to hand over control.
Continuity and protection. In the articles of the foundation, you set out who joins the board after you. The company can then be managed as normal, also during estate proceedings. With several shareholders or employee participation, the foundation board casts all the votes.
Fiscal neutrality. The Tax Administration treats the STAK as transparent. Certificates count as a substantial interest, dividends are taxed in box 2 and the participation exemption still applies. The salary rules and the €500,000 loan facility apply as before.
The notary fee for the setup depends on your file and is included in your quote. The transfer of certificates is restricted on purpose. When the company is sold, investors sometimes ask to convert the certificates back into shares (decertification). UBO registration itself remains required, but access to the data is limited.
Further reading: STAK: how certification works · Gifting via the holding · The full advisory overview. For your own structure, you can ask for a written consultation. You then receive one memo with the STAK design, the tax details and the instructions for the notary.
Frequently asked questions
What is a Dutch STAK?
A STAK (stichting administratiekantoor) is a Dutch foundation that owns the shares and has the voting rights. It issues depositary receipts (certificates) with the full economic value. The certificate holder receives the dividends and the sale proceeds, and benefits from any growth in value.
Is a STAK taxed?
The STAK is fiscally transparent while it merely administers shares. The certificate holder is taxed as if holding the shares directly, in box 2, the Dutch tax on income from your own company. The foundation itself is outside the scope of corporate income tax.
Are certificate holders visible in the trade register?
The company extract shows only the foundation as shareholder. UBO registration is still required. Since 16 July 2025, only authorities and organisations that must check their clients (such as banks, notaries and accountants) can see it; access for others with a legitimate interest, such as journalists, follows later.