What Is a STAK?

A STAK is a foundation under Dutch law that holds the shares of a company, usually a BV (private limited company), on behalf of others. Rather than holding shares directly, the original shareholder transfers legal title to the STAK. In return, that person or entity receives depositary receipts, often referred to as certificates of shares (certificaten van aandelen).

This arrangement splits a share into two distinct rights: the right to vote at the shareholders' meeting, which stays with the STAK's board, and the right to receive dividends and other economic benefits, which goes to the certificate holder. The result is a clean separation between legal ownership and economic ownership, allowing one party to retain decision-making power while another enjoys the financial upside.

How Does a STAK Work in Practice?

The mechanics of a STAK are relatively straightforward once the structure is in place. The founder, often a company or its existing shareholder, transfers the shares to the foundation. The STAK then issues depositary receipts representing those shares.  The foundation is managed by a board, which may consist of founders, family members, directors, trusted advisers, or independent members. The board manages the foundation in accordance with its articles of association and a separate set of trust conditions (administratievoorwaarden), which set out how voting rights are exercised and how certificates may be issued or transferred.

Certificate holders generally do not exercise the voting rights attached to the shares, although they may have meeting rights and certain information rights depending on the structure. Furthermore, transfers of certificates can often be simpler than transfers of shares, although the administration conditions may impose restrictions or approval requirements.

Why Companies and Families Use a STAK

A STAK is not a mandatory structure, but it solves a recurring problem: how to share financial rewards or transfer wealth without giving up the reins. Several use cases stand out.

These applications are why well-known Dutch companies, as well as international family-owned groups, have used STAK-type structures for decades to combine generational continuity with stable governance.

Is a STAK the Right Fit for You?

A STAK tends to be worthwhile when control and economic benefit genuinely need to be separated, for example, in family succession planning, employee share schemes, or situations where investors want financial upside without governance involvement. It is less useful for very small or simple ownership structures, where the additional layer of a foundation, its board, and its trust conditions may add more administrative overhead than benefit.

Before deciding, it is worth asking who should retain voting control, how many parties will eventually hold certificates, whether the structure needs to accommodate future investors or heirs, and how the foundation's board should be composed to ensure independent and reliable governance. A combination of family members, trusted advisors, or an independent professional on the board is common, particularly where objectivity and continuity matter.

Setting Up a STAK: Requirements and Costs 

Establishing a STAK follows a process similar to setting up an ordinary foundation, with a few additional steps because shares are involved.

A STAK is often treated as fiscally transparent for Dutch tax purposes where it merely administers shares and passes economic benefits to certificate holders, although the precise tax treatment depends on the facts and circumstances.

A STAK can be an elegant solution for separating control from economic benefit, but it touches on company law, tax law, succession planning, and UBO compliance simultaneously. Getting the trust conditions, board composition, and certificate arrangements right from the outset is essential to avoid disputes or unintended tax consequences later on.

Need help setting up your STAK? Contact us!