The Foundation for Administration Offices (STAK) and the Private Limited Company (BV) together form a legal structure widely used in the Netherlands for various business purposes, including separating economic interest and control over shares, tax planning, succession planning, and protection against takeovers. The relationship between both entities is closely intertwined and is often employed to offer flexibility and protection to shareholders and companies.

Foundation for Administration Offices (STAK)

A Foundation for Administration Offices (STAK) is a legal entity created to hold and manage shares in a BV on behalf of certificate holders. The STAK holds the legal ownership of the shares while the economic rights belong to the certificate holders.

Key Features of STAK

• Holds the legal ownership of shares.
• Issues share certificates to certificate holders.
• Manages voting rights and dividend payments.

Private Limited Company (BV)

A Private Limited Company (BV) is a common business structure in the Netherlands. It is a legal entity with limited liability whose capital is divided into shares held by shareholders. The BV carries out the actual business activities.

Key Features of BV

• Conducts business activities.
• Owns assets, conducts transactions, and generates income.
• Has shareholders who hold the economic interests in the company.

Relationship between STAK and BV

The relationship between STAK and BV revolves around separating the legal ownership and the economic interests of the shares. The STAK holds the legal ownership of the shares in the BV while the certificate holders receive economic rights such as dividend payments and voting rights. This mechanism offers several advantages:

Protection and anonymity

STAKs can conceal the identity of the actual beneficiaries as they are the legal owners of the shares, enabling privacy and protection against hostile takeovers.

Succession planning

The use of STAKs can facilitate the transfer of control without altering actual ownership, making succession planning easier in family businesses.

Tax benefits

It can provide tax advantages, for instance, when the STAK is considered fiscally transparent for income tax purposes.

In conclusion, the relationship between STAK and BV provides flexibility and protection to shareholders and companies. It enables them to structure both economic interests and control over shares in various ways, depending on the specific needs and goals of the parties involved.

Conclusion

Share Council is ready to support your company in establishing a STAK. Our expertise extends to everything related to employee participation. In an exploratory conversation, we'd like to discover together which options best suit your company and how we can assist. Contact us, and let's explore the possibilities to advance your business together.