Establishing a STAK: what is a Foundation Administrative Office?

A STAK (Stichting Administratiekantoor) is a foundation that holds shares in a private limited company (BV) and issues certificates for them. The STAK has legal control over the shares (voting at the general meeting, priority rights); the certificate holders hold the economic interest (right to dividends, capital gains). Primarily used in family businesses, for succession planning, employee participation, and protection against hostile takeovers. Establishment is via a notarial deed, followed by the certification of shares.

Bram and Joris — our AHO duo — considered a STAK when they wanted to expand their operating company with employee participation without giving away control. Not a complicated concept, but requires careful structuring. Below is how.

The short answer

• STAK = foundation that holds shares and issues certificates.
• Control: by STAK board (legal shareholder).
• Economic interest: for certificate holders (right to dividends and capital gains).
• Incorporation: notarial deed of foundation + certification of shares.
• Costs: €1,000 – €2,500 for STAK + certification.

When do you use a STAK?

Five common scenarios:

• Family business succession. Shares are transferred to a STAK; family members receive certificates. Decision-making power remains with the STAK board (often parents or professional directors).
• Employee participation. Employees receive certificates — economic participation, without a vote at the shareholders' meeting.
• Estate planning. Shares in a STAK; certificates as an instrument for gifting, inheritance, or a fund.
• Protection against hostile takeover. STAK holds shares — an external party cannot simply convert certificates into voting rights.
• Family fund with an equity focus. Combine with a family foundation for asset management.

The structural picture

What does it look like?

• Existing BV shareholders transfer their shares to the STAK.
• To this end, the STAK issues certificates to the original shareholders (or new certificate holders).
• The STAK board (which may consist of the same persons as the original shareholders) votes at the general meeting.
• Dividends distributed by the BV go to the STAK; the STAK distributes them to certificate holders pro rata.

For the broader context regarding shareholders' agreement: what is a shareholders' agreement.

Founding steps

1. Determine the strategy. What is the goal? Family succession? Employee participation? Protection? This determines the articles of association and certification rules.
2. Notarial deed of foundation. With articles of association geared towards the role of an administrative office.
3. Certification conditions: rules for the issuance, transfer, and withdrawal of certificates.
4. Share transfer: shareholders transfer shares to the STAK via a notarial deed.
5. Certificate issuance: STAK issues certificates to former shareholders.
6. Administration: certificate register, STAK annual accounts, Chamber of Commerce updates.

Pros and cons

Advantages:

• Separation of control and economic interest.
• Protection against unwanted share transfer.
• Structured succession without fragmented share packages.
• Flexible instrument for family businesses and employee participation.

Disadvantages:

• Additional legal layer: separate foundation with its own annual accounts and administration.
• Certificate holders have no vote at the general meeting — some certificate holders perceive this as restrictive.
• Tax considerations for certification (similar to shareholding for Box 2, provided it is structured “transparently”).
• Incorporation costs €1,000 – €2,500; annual costs several hundred euros for administration.

Tax: certification and substantial interest

For the tax authorities, certificates are in principle equivalent to shares — provided the STAK is “transparent” (no profit motive of its own, direct payment to certificate holders). That means:

• Certificate holder with > 5% certificates = substantial interest (box 2).
• Dividends on certificates taxed in box 2.
• Capital gain on certificates also in box 2.

Different rules apply to “intransparent” STAKs (equity management, no direct pass-through), often undesirable. Have a tax specialist review the structure.

Honest recommendation

A STAK is a powerful instrument for specific situations — family succession, employee participation, anti-takeover protection. It is not suitable for typical one-person BVs. Discuss in advance with a lawyer and a tax specialist whether a STAK fits your objectives; alternatives (shareholders' agreement, letter shares) can sometimes achieve the same results without the extra structure.

For the broader foundation context: establish a foundation. For letter shares as an alternative: letter shares.

Frequently Asked Questions