A Stichting Administratiekantoor (STAK) is a widely used structure in the Netherlands that helps companies manage shares and separate economic and managerial rights. The legal regulatory landscape is constantly changing, and it is essential for companies to stay informed about the latest legal updates that may impact the use and management of STAKs. At Share Council, we are committed to helping companies navigate these complex regulations. In this blog, we discuss recent legal updates and what you need to know to keep your STAK compliant and effective.

What is a STAK?

A STAK is a foundation that holds shares in a company and issues share certificates to the ultimate owners. This structure separates economic ownership (the certificate holders) from voting rights (the board of the STAK), helping companies retain control over their business while sharing economic benefits with investors or employees.

Recent Legal Updates for STAKs

1. Transparency and UBO Registration

   A significant legal update concerns the obligation for STAKs to register their ultimate beneficial owners (UBOs). The UBO registration is a measure introduced to combat money laundering and terrorism financing. For STAKs, this means being more transparent about who ultimately controls the company.

   What you need to do:

   • Ensure your STAK complies with UBO registration requirements by identifying and registering the ultimate beneficial owners in the UBO register.

   • Keep UBO information up-to-date to meet legal requirements.

2. New Corporate Governance Guidelines

   Corporate governance guidelines have been tightened to improve transparency and accountability within organizations. For STAKs, this may require more focus on drafting and adhering to governance codes that ensure transparency and accountability. 
   
   What you need to do:

• • Review and update your STAK's governance codes to ensure they comply with the latest guidelines.

  • Implement regular internal controls and audits to ensure compliance.

3. Protection of Minority Shareholders

New rules have been introduced to better protect the rights of minority shareholders. This affects how STAKs issue share certificates and manage the rights of certificate holders.

What you need to do:

• Ensure that the issuance of certificates and the rights of certificate holders are clearly and fairly documented in the STAK's articles and regulations.
• Conduct regular reviews to ensure the rights of minority shareholders are respected.

4. Tax Regulations

Tax regulations change regularly and can significantly impact the tax status of your STAK and its certificate holders. It is important to stay informed about these changes to ensure tax efficiency.

What you need to do:

• Regularly consult a tax advisor to ensure your STAK complies with current tax regulations.
• Consider the tax implications of dividend distributions and other financial transactions within the STAK.

The Role of Share Council

At Share Council, we specialize in supporting companies in managing and optimizing their STAK structures. Our platform offers advanced tools and expertise to ensure your STAK complies with all legal requirements and operates optimally.

How we can help:

• Compliance Management: We help you manage UBO registration and other compliance requirements.
• Governance Optimization: We provide advice and tools to keep your governance codes up-to-date and ensure compliance.
• Legal and Tax Advice: Our experts are ready to support you with legal and tax issues affecting your STAK.

Conclusion

Keeping up with legal updates and regulatory compliance is crucial for effectively managing a STAK. By staying informed about the latest legal developments and taking proactive steps, you can ensure your STAK remains compliant and performs optimally. At Share Council, we support you at every step of this process with our expertise and advanced tools.

Discover how Share Council can help your company navigate the legal complexities of STAKs by visiting our website and contacting us. Together, we can ensure your STAK meets all legal requirements and contributes to the success of your business.