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 and succession planning. The relationship between both entities is closely intertwined and is often employed to offer flexibility and protection to shareholders and companies.
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.
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.
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, while the STAK votes on the shares. This mechanism offers several advantages:
The STAK is the legal owner of the shares and its board votes on them, while the certificate holders get the economic rights. Certificates can change hands without a notary (Ondernemersplein, in Dutch).
The use of STAKs can facilitate the transfer of control without altering actual ownership, making succession planning easier in family businesses.
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.
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.