MKB Juristen drafts custom legal documents
It is best not to cobble together or copy important contracts, terms and conditions, and other legal documents yourself. We help entrepreneurs on a budget with customized legal solutions, clear costs upfront, and practical explanations.
- Custom contracts, terms and conditions, and legal documents
- Budget-friendly and clear about the costs upfront
- Request a free consultation or a no-obligation quote
Establishing a foundation requires five statutory requirements: a notarial deed (Article 2:286 of the Dutch Civil Code), articles of association with minimal content, a description of the purpose that does not promote personal wealth, a board (at least one person), and registration with the Chamber of Commerce. Additionally, an AML/CFT investigation and UBO notification apply. There is no minimum capital requirement — however, sufficient assets are required to realistically pursue the purpose.
The short answer
- Notarial deed (Article 2:286 of the Dutch Civil Code).
- Articles of association with minimum content: name, registered office, purpose, allocation of assets upon dissolution, board regulations.
- Purpose that does not promote the personal wealth of founders or directors.
- Board: at least one director.
- Registration with the Chamber of Commerce.
The notarial deed
A foundation can only be established by means of a notarial deed — a private incorporation agreement is not valid. The notary:
- Drafts the deed of incorporation with the articles of association.
- Conducts Wwft client due diligence (identification of founders, UBO).
- The deed fits (by which the foundation is legally established).
- Handles Chamber of Commerce registration and UBO notification.
Regarding the role of the notary in a more general sense: the role of the notary in the incorporation of a BV — the foundation process proceeds similarly in terms of the notary's role.
Minimum content of the articles of association
According to Article 2:286 of the Dutch Civil Code, the articles of association must contain at least:
- Name of the foundation — unique, check in the Chamber of Commerce database beforehand.
- Registered office in the Netherlands.
- Goal — concrete and not aimed at personal prosperity.
- Destination of assets upon dissolution — to whom do the remaining assets go if the foundation is dissolved? Usually a similar foundation or ANBI.
- Method of appointment and dismissal of directors.
Additionally common:
- Board structure (chairperson, secretary, treasurer) and duties.
- Authority of representation.
- Meetings and decision-making.
- Any supervisory board.
- Amendment of articles of association and dissolution.
The goal
The mission statement is the core of the foundation. Requirements:
- Not aimed at the personal well-being of founders or directors. A “foundation for the management of family assets” with objectives exclusively for the benefit of the family is not a valid foundation — a family fund formulated more broadly is.
- Concrete enough to be credible. “Promoting the public welfare” is too vague.
- Realistically feasible — commensurate with the assets and capacity of the foundation.
An overly narrow objective restricts subsequent activities; an overly vague objective triggers questions from the notary, the Chamber of Commerce, and the Tax and Customs Administration. Good phrasing combines the core activity with broad supplementary formulations.
The board
At least one director, in practice often three. Since the WBTR (Law on Governance and Supervision of Legal Entities, 2021), stricter rules apply:
- Board members must focus on the interests of the foundation and the realization of the objective.
- In the event of a conflict of interest, the director must abstain from decision-making.
- For larger foundations, recommended: a supervisory board or a one-tier board with non-executive directors.
- Directors' liability is real — in the event of improper management, a director can be held personally liable.
Regarding liability: see also when directors' liability comes into play.
Chamber of Commerce registration and UBO notification
After the transfer, the notary usually arranges:
- Chamber of Commerce registration: the foundation exists vis-à-vis third parties as soon as this is processed (often the same day).
- UBO notification: foundations also have UBOs (ultimate beneficial owners — often directors or the entire board). Mandatory within 8 days.
Additional requirements
- AML client due diligence by the notary for every founder.
- Identification: valid passport/ID card for all founders and directors.
- Contribution capital: no minimum, but sufficient to pursue the goal. Often symbolic €0.01 – €100 as founding capital, supplemented by donations or pledges.
- ANBI application (optional): separate procedure with the Tax and Customs Administration for tax benefits.
Honest recommendation
The statutory requirements are limited — the legal quality lies in the implementation. A legally correct objective, directors familiar with the WBTR requirements, and sound articles of association that last for several years require preparation. Invest in a good lawyer or notary who works with foundations; standard articles of association are not suitable for every foundation.
For a more detailed explanation: establishing a foundation. For the step-by-step plan with timelines: how long does it take.
Frequently Asked Questions
Notarial deed (Art. 2:286 BW), articles of association with minimal content (name, registered office, purpose, disposition of assets upon dissolution, board arrangement), a purpose that does not promote one's own wealth, at least one director, and registration with the Chamber of Commerce. Additional Wwft client due diligence and UBO notification.
No, there is no legal minimum. However, there must be sufficient assets or the prospect of donations to realistically pursue the goal. In practice, this is often a symbolic €0.01 – €100 as start-up capital, with additional pledges or donations.
At least one. In practice, often three (chairperson, secretary, treasurer) for good governance. Since the WBTR (2021), stricter rules apply regarding directors' liability and conflicts of interest — for larger foundations, also consider a supervisory board.
Name, registered office, purpose, destination of assets upon dissolution, and the manner of appointment and dismissal of directors. Additionally customary: governance structure, meetings, power of representation, where applicable a supervisory board, and provisions for amendment of the articles of association and dissolution.
Provided it is not ultimately aimed at the personal wealth of founders or directors. Many foundations have commercial ancillary income (sales, events) to finance the purpose — permitted, provided it is in line with the statutory purpose description.
Yes. Registration in the Trade Register is mandatory for every foundation. The notary usually arranges this immediately after the transfer. Without registration, the foundation cannot act legally towards third parties.
The Corporate Governance and Supervision of Legal Entities Act (since 2021): rules for directors and supervisory board members of foundations, associations, cooperatives, and mutual insurance companies. Diligent governance, conflict of interest regulations, and stricter directors' liability for larger organizations.
