Updated: October 2026. This article is about Dutch BVs and Dutch law. An earlier version called this an "SAR structure". That was wrong: SAR stands for stock appreciation right, which is something else (see below).
Many founders want to share the financial upside of their company without sharing the steering wheel. Employees should benefit when the company grows, a child who is not taking over the business should still inherit part of its value, an investor wants a return but not a seat at every decision. In a Dutch BV you can do this by separating control (the vote at the general meeting) from the economic interest (dividends and the proceeds of a sale). There are two standard ways to do it: a STAK that issues depositary receipts, or non-voting shares.
What separating control and economic interest means
A normal share bundles two rights. It gives a vote at the general meeting of shareholders, and it gives a share of the profit and of the proceeds when the company is sold. Separating control and economic interest means one person or body holds the votes while others hold the money rights. The owners who run the company keep making the decisions, and the people who helped build it share in the result.
Not the same as a SAR
A SAR (stock appreciation right) does not separate anything, because the employee never gets a share. It is a contract that pays the employee the increase in value of a set number of shares in cash, a few years later. The payout is taxed as wage in box 1. That makes a SAR a useful bonus, especially for staff abroad, but not a form of ownership. Read more on SARs at Share Council and in SAR vs STAK.
Option 1: a STAK with depositary receipts
A STAK (stichting administratiekantoor, sometimes called a trust office foundation) is a foundation that holds the shares of your BV. It splits the two rights of each share: the board of the STAK votes on the shares, and the STAK issues depositary receipts (certificaten) that give the holder the right to the profit (business.gov.nl, KVK). Dividends the BV pays on the certified shares are passed on to the receipt holders.
A simple example. Your BV has 100 shares. You put 10 of them in a STAK and give the receipts to your team. If the BV pays out €200,000 in dividend, €20,000 goes through the STAK to the receipt holders, and when the company is sold they get 10% of the proceeds. The STAK board, for example the founder, still casts the votes on those 10 shares.
To set up a STAK, the notary draws up these deeds:
- a deed of formation with the articles of the foundation (art. 2:286 Dutch Civil Code) and registration with KVK (art. 2:289);
- a deed that transfers the BV shares to the STAK, because every transfer of BV shares needs a notarial deed (art. 2:196);
- a deed of certification and the terms of administration (administratievoorwaarden) that set the rules for receipt holders.
After that, receipts can change hands without a notary, which saves time and money every time someone joins or leaves (business.gov.nl). That is why the STAK is the common choice when a growing group of employees will hold a stake. Receipt holders have no right to attend or speak at the shareholders' meeting unless the articles of the BV grant it (art. 2:227 Dutch Civil Code).
The step-by-step setup, costs and leaver rules are in how to set up a STAK.
Option 2: non-voting shares
A Dutch BV can also issue shares without voting rights. The articles must create a separate class of shares and call them non-voting (stemrechtloos). This is only possible if every holder of that class agrees, or if the articles say so before the shares are issued. Non-voting shares must keep their right to profit (art. 2:228 paragraph 5 Dutch Civil Code).
The holder is a full shareholder, listed in the shareholders' register, and may attend and speak at the general meeting (art. 2:227). The downside is practical: every issue and every transfer of these shares needs a notarial deed (art. 2:196). For two or three family members or a single investor that is manageable. For a team of twenty with people joining and leaving every year, it gets expensive.
Which one fits
| | STAK with receipts | Non-voting shares | SAR (for comparison) |
|---|
| Who votes | The STAK board | The holders of the voting shares | Nothing changes, the employee gets no shares |
| Economic interest | Dividends and sale proceeds via the STAK | Dividends and sale proceeds directly | A cash payout equal to the growth in value |
| Notary | Only at setup | At setup and at every issue or transfer | Never |
| Meeting rights | Only if the articles grant them | Yes | No |
| Suits | Employee participation, family succession | A few family members or investors | A cash reward without ownership, staff abroad |
Family succession is a classic use of the STAK. The child who takes over the business joins the STAK board and gets the votes, and the other children receive receipts, so they share in the profit without running the company (business.gov.nl).
For a small start-up, timing matters more than the choice of structure. Quintus Willemse, founder of Share Council, on the Equidam podcast: "As a small company with three owners and one first employee, we often say: hold off on setting up that foundation. The only reason to set it up now is if you know you'll have 10 employees by the end of the year." Until then you can grant options on receipts of a STAK that you set up later.
A voice, even without a vote
Taking away the vote does not have to mean taking away the voice. You can give receipt holders the right to attend and speak at the shareholders' meeting through the articles (art. 2:227), or set up an employee forum. Quintus: "We advise every company that is really serious about employee participation to also make sure the employee can officially be heard, not even a vote but a voice."
Tax in short
- For income tax, receipts count as shares (art. 4.3 Income Tax Act 2001). Anyone who holds 5% or more, alone or with a partner, has a substantial interest and is taxed in box 2 (art. 4.6).
- If an employee gets receipts or shares below market value, the discount is taxed as wage. This is why the price has to be based on a proper valuation.
- Special share classes with a preferred or subordinated return, given as a reward for work, can count as a lucratief belang (carried-interest rule) and are then taxed as income from work, usually in box 1 (art. 3.92b).
- Options on receipts are taxed at exercise or later, never at grant (art. 10a Wage Tax Act 1964). Granting early does not save tax.
Get advice on your own situation before you issue anything.
Frequently asked questions
What is the benefit of separating ownership and control?
The people who run the company keep the decisions, and a wider group shares in the value they help create. Decisions stay quick, and employees or heirs still get a direct stake in the value.
What is the difference between economic interest and ownership interest?
Economic interest is the right to the money a share produces: dividends and sale proceeds. Ownership in the full sense also includes the vote. A receipt holder in a STAK has the economic interest, while the STAK is the legal owner of the shares and votes on them.
Does SAR mean separating control and economic interest?
No. SAR stands for stock appreciation right, a cash bonus tied to the growth in value of the company. It gives no shares and no vote. See SARs.
What does a STAK cost?
Notary fees are not fixed and differ per notary (business.gov.nl). Through Share Council the notarial setup of a STAK costs €1,950 one-off. The Co-Ownership Starter plan, with options over a future STAK and the paperwork prepared, costs €2,490 in the first year and €1,990 per year after that (prices as of October 2026, excl. VAT, see pricing).
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