How it works
Normally, a shareholder has both the vote and the money. A STAK separates the two. The foundation owns the shares and votes at the shareholder meeting. It issues depositary receipts (certificates) to the people who paid for the shares. It passes on the dividend and the growth in value to them.
This split is useful in three situations. The first is a founder who wants to give employees or family members a share in the profit and keep the decisions. The second is a family business that spreads the shares over the next generation and keeps control in one board. The third is an owner who has many small investors and wants to keep decisions simple.
The STAK has articles, a board and administration conditions. The rights of the certificate holders are in these conditions. To set up a STAK, you need a notarial deed, like for a BV. Certificates can be transferred under the conditions that the STAK sets. The founder therefore decides who can join.
For tax, the certificate holder is treated as the owner of the shares. This applies when the holder has the full economic rights. The tax authority usually looks through the STAK itself. The tax is then the same as with direct ownership.
Example
A founder wants five senior employees to share in the value of the company. The STAK receives 15% of the shares and issues certificates to the five employees, 3% each. They each receive 3% of every dividend and of the sale price. The founder keeps 100% of the votes through the STAK board.
The figures
Every rate for 2026 is listed in Netherlands tax rates 2026, and the figures for 2027 are in Netherlands tax rates 2027.
Questions people ask
Who is the UBO of a STAK?
The board members are registered as UBO, and certificate holders with more than 25% of the economic interest are registered too.
Can certificates be sold?
Only under the administration conditions. Most STAKs give the foundation or the other holders a first right to buy, so the group of holders stays as the founder intended.
Holdwise, Hoofddorp. We keep this definition in line with our Dutch and German glossaries, and the figures are those for the tax year 2026. Updated 30 September 2026.
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