For companies considering how to structure ownership, retain control, or enhance employee participation, the Stichting Administratiekantoor (STAK) and the trust are often explored. While both are used to separate legal and economic ownership, they differ significantly in purpose, flexibility, governance, and legal frameworks. Here’s a breakdown to help you understand which structure might best fit your needs.

What is a STAK?

A STAK is a Dutch foundation designed to hold shares in a company and issue depositary receipts to beneficiaries (e.g., employees, investors). The STAK itself legally owns the shares, while holders of the depositary receipts gain economic rights such as dividends but typically have limited or no voting rights. This structure is often used to retain control in family businesses, facilitate succession, or enable employee ownership, particularly within the Dutch context.

What is a Trust?

A trust is a legal arrangement, commonly used in jurisdictions like the UK and US, involving a settlor who transfers assets to a trustee. The trustee manages these assets for the benefit of designated beneficiaries based on terms outlined in a trust deed. Trusts offer significant flexibility and can be used for wealth management, estate planning, charitable giving, and other customized purposes.

Key Differences Between a STAK and a Trust

• Jurisdiction and Legal Basis

  STAK: Predominantly used in civil law systems like the Netherlands and operates as a foundation with no owners or shareholders.

  Trust: More common in common law jurisdictions, trusts rely on trust law with a fiduciary duty by the trustee to act in the beneficiaries' best interests.

• Ownership and Control Separation:

  STAK: Separates legal and economic ownership, with the foundation board controlling the shares while beneficiaries hold economic rights through depositary receipts.

  Trust: Trustees legally own and manage trust assets on behalf of beneficiaries, holding fiduciary duties but often with broad discretion.

• Flexibility and Customization:

  STAK: Primarily used for centralized control and structuring employee ownership with moderate flexibility. Useful for corporate governance but less customizable than trusts.

  Trust: Highly flexible, allowing for tailored arrangements based on the settlor’s intentions, making it suitable for a wide range of applications, from wealth protection to complex estate planning.

• Tax Implications:

  STAK: Potentially favorable tax treatment in the Netherlands, particularly for family share transfers or employee participation, though specific implications depend on national laws.

  Trust: Tax treatment varies significantly across jurisdictions and can involve complex cross-border considerations, necessitating expert advice.

• Governance and Transparency:

  STAK: The foundation’s board governs voting rights on the shares it holds, often with clearly defined transparency and control measures in its statutes.

  Trust: The trustee acts in the beneficiaries' best interests but has significant discretion. Trust governance can range from highly complex to relatively opaque, depending on its terms.

• Employee Participation Use Cases:

  STAK: Commonly used in the Netherlands for employee ownership by issuing depositary receipts that grant economic rights without ceding governance control.

  Trust: Employee Benefit Trusts (EBTs) in the UK often hold shares on behalf of employees, tied to share incentives and profit-sharing schemes.

When to Consider a STAK vs. a Trust

• Consider a STAK if:

  • You operate in a civil law jurisdiction like the Netherlands.

  • Retaining corporate control while enabling economic participation is important.

  • You seek a straightforward approach for family succession, employee ownership, or share transfers without giving up control.

• Consider a Trust if:

  • You operate in a common law jurisdiction.

  • You need a highly flexible arrangement for estate planning, wealth protection, or beneficiary management.

  • Broad discretion and customization in asset management and distribution are required.

Practical Considerations and Challenges

• Complexity and Costs: Trusts can involve high setup and management costs due to their complex nature, while STAKs are generally simpler but still require careful management.

• Legal Compliance: Both structures must adhere to relevant national and international regulations, including tax and reporting requirements.

• Control vs. Economic Rights: Consider how much control over company decisions you wish to retain or distribute when selecting between a STAK and a trust.

How Share Council Can Help

Share Council offers expertise in establishing and managing STAK structures tailored to employee participation, corporate governance, and family succession. Our platform enables companies to create transparent, effective ownership solutions that align with strategic goals. If you are navigating complex ownership considerations, we can guide you in balancing control, tax implications, and employee engagement.

Make a no-obligation appointment to see what Share Council can do for your business.