Updated: October 2026. The STAK is a Dutch legal structure, so this article is about Dutch companies and Dutch tax. A SAR works in most countries, but the tax rules below are the Dutch ones.
SAR and STAK are often mentioned in the same breath, but they are very different things. A SAR (stock appreciation right) is a contract that pays an employee the growth in value of the company in cash, without the employee ever becoming a shareholder. A STAK (stichting administratiekantoor, a Dutch trust foundation) is a foundation that holds shares and issues depositary receipts for them. Employees who hold those receipts are economic co-owners, while the voting rights stay with the foundation.
What is a SAR?
With a SAR you agree with an employee that, after a number of years, they receive the increase in value of a set number of shares in cash. You issue no shares and need no notary: a contract between company and employee is enough. The employee pays nothing in, but also gets no ownership, no vote and no dividend. If they leave before the agreed date, the SAR usually lapses.
Tax is due only at payout, and the payout is wage in box 1, just like a bonus. In 2026 the top rate is 49.50% (Belastingdienst). The pros and cons are covered in the benefits of SARs.
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What is a STAK?
STAK stands for stichting administratiekantoor. The shareholders transfer their shares, or part of them, into a foundation at a notary. The STAK becomes the legal owner of those shares and issues depositary receipts (certificaten) for them. Whoever holds a receipt has the economic interest: a share of the dividends and of the proceeds when the company is sold. The votes on the shares are cast by the board of the STAK (Ondernemersplein, Dutch government).
Setting up a STAK needs a notarial deed, and transferring the shares to the foundation also goes through the notary (articles 2:286 and 2:196 of the Dutch Civil Code). The rules for receipt holders are in the articles of association and the trust conditions (administratievoorwaarden). Once the STAK exists, you can make many people co-owners without all of them sitting in the shareholders' meeting. Employees usually get their receipts through options on depositary receipts. For the full picture, read what a STAK is or see the STAK at Share Council.
Worked example: the same 1%, two routes
A Dutch BV is worth €2,000,000 today. An employee gets rights over 1%, currently worth €20,000. After four years the company is worth €6,000,000, so that 1% is worth €60,000.
- With a SAR the employee receives the €40,000 increase in cash. That is wage in box 1. At the top rate of 49.50% they pay €19,800 in tax and keep €20,200. After that they own nothing in the company.
- With options on depositary receipts of the STAK the employee buys their 1% for the exercise price of €20,000. The €40,000 benefit is also wage, taxed when the receipts become tradable or, if the employee chooses, at exercise (article 10a, Dutch Wage Tax Act 1964). After that they hold 1% in receipts and share in the growth that follows. Growth in value after the taxable moment is no longer wage, unless the receipts count as a carried interest (lucratief belang, article 3.92b, Dutch Income Tax Act 2001). Otherwise the holding falls in box 3 from then on, or in box 2 at 5% or more.
Under the current Dutch rules the employee pays the same tax on the first €40,000 either way. When you grant the rights makes no difference to that: the tax is charged on the difference between the value and the exercise price at the taxable moment. The two routes differ in ownership and in what happens after that moment. The 2027 bill could lower the tax on the option route for start-ups and scale-ups, see below.
SAR and STAK side by side
| SAR | STAK with depositary receipts |
|---|
| How it works | A right to a cash payment equal to the increase in value of a number of shares. The employee puts nothing in; the company pays out. | A foundation holds the shares and issues depositary receipts. Receipt holders have the economic interest. Employees usually get them through options. |
|---|
| When it is taxed | At payout, as wage in box 1. | Through options: the benefit is wage in box 1, as in the options column. If the employee buys receipts at market value, the purchase is not wage. Later the holding falls in box 3, or in box 2 from 5% (article 4.6, Dutch Income Tax Act 2001). |
|---|
| Setup cost | No notary: an agreement with the employee. You do need a sound valuation at grant and at payout. SARs are not included in Share Council's free plan. | A notarial deed to set up the foundation and to transfer the shares. Through Share Council the setup costs €1,950 one-off, plus the platform: Co-Ownership Starter €2,490 for the first year, then €1,990 a year (prices as of October 2026). |
|---|
| Control | None. The employee does not become a shareholder or receipt holder. | The board of the STAK votes on the shares. Receipt holders only have meeting rights if the articles grant them (article 2:227, Dutch Civil Code). |
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| Suits | Rewarding a few key people without new co-owners, or employees in other countries. | Co-ownership for a growing team with bundled votes, or succession in a family business. |
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When do you choose which?
A SAR suits a company that wants a few key people to share in the growth in value without adding shareholders or receipt holders. Think of a family business that wants to keep ownership in the family, or a company with employees in other countries. The company does need enough cash for the payout.
A STAK suits a company that wants to make people co-owners, often a larger group. The votes stay bundled, and a STAK also helps with succession in a family business: you can pass the economic interest to the next generation and leave control with the foundation. According to Quintus Willemse, CEO of Share Council, a small company does not need to set up the foundation straight away: "To a small company with three owners and a 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." That is why Share Council lets you grant options over a future STAK first and set up the foundation at the notary later.
What changes in 2027?
The Dutch government has proposed that, from 1 January 2027, options at start-ups and scale-ups with a decision from the Netherlands Enterprise Agency (RVO) are taxed only when the shares are sold, and then on 65% of the benefit. The bill (Kamerstuk 37 024) has not yet been passed by the House of Representatives or the Senate (nader rapport, Dutch Ministry of Finance). It covers share options only. SARs are not included, and it is not clear that depositary receipts an employee receives or buys directly are covered, so do not count on it. The conditions and a worked example are in options on shares vs SAR.
Frequently asked questions
What does STAK mean?
STAK is short for stichting administratiekantoor, a Dutch foundation that holds the shares of a BV and issues depositary receipts for them. It is sometimes translated as "trust office foundation" or "administration office".
What is a STAK structure?
It is the setup in which the shares sit in the STAK and the economic owners hold depositary receipts. The board of the STAK votes on the shares, and the receipt holders receive the dividends and the proceeds from a sale.
Can a company outside the Netherlands use a STAK?
A STAK is a foundation under Dutch law and is normally used for Dutch BVs. Employees abroad can hold receipts, but how they are taxed depends on where they live and work, so check the local rules. For staff in other countries, many companies use SARs instead.
Is a SAR a form of co-ownership?
No. A SAR is a cash bonus whose size depends on the value of the company. The employee gets no shares, no depositary receipts and no vote.
What does it cost to set up a STAK?
Notaries do not have fixed fees, so the cost varies from one notary to the next (Ondernemersplein). Through Share Council, the notarial setup of a STAK costs €1,950 one-off (prices as of October 2026, see pricing).
Can you switch from a SAR to a STAK?
Yes. You end the SAR agreement by mutual consent and grant options or receipts through the STAK. Those start from the value at that moment, so agree in advance what happens to the growth built up under the SAR.
Read next
Want to know which structure fits your team? In Share Council you set up options, SARs or a STAK with ready-made documents. Start for free.
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