Why a STAK (stichting administratiekantoor) is often the most practical way to make employees co-owners of a Dutch BV: what a STAK is, how it works, its benefits and drawbacks, and when you are better off waiting.
Updated: October 2026
A STAK (Stichting Administratiekantoor / Trust Office Foundation) is a Dutch foundation that holds shares in your company and issues depositary receipts (certificaten) for them. The receipt holders get the economic rights, such as dividend and the growth in value, while the STAK's board votes on the shares (Ondernemersplein, in Dutch). It is a common way to organise employee participation in the Netherlands, and Dutch families also use it for succession. It is rightly a pretty practical tool to facilitate employee participation within your company.
If you first want the short version, read what a STAK is and how Share Council runs one. If you have already decided, our guide to setting up a STAK in the Netherlands walks through the steps, the costs and the tax.
The term STAK
With a STAK you issue certificates to your best employees, which entitle them to a share of the profits in your company. The legal ownership of the shares stays with the STAK, so you don't need a notary every time certificates change hands. The Dutch government's business portal says it plainly: transferring certificates needs no notary, and that saves time and money (Ondernemersplein, in Dutch). Let’s be honest: that’s nice. The term STAK first became meaningful to me when I read about it years ago in the book ‘Everyone shareholder’ by Pascale Nieuwland-Jansen. She writes incredibly beautifully about the quest of companies, including the Deventer consultancy and engineering firm Witteveen en Bosch, to become owned by employees. I received the booklet in 2015 from a good friend, who knew about my struggle with the question of how I could get the employees of my own software development company to participate. My associate and I had already decided when the company was founded to follow the ideas of Ricardo Semler, Eckart Wintzen and others. We chose to work together from a focus on autonomy and participation, in the sense of ‘together we solve it, and we become successful’.
Search for the right employee ownership model
Once you’ve come up with something like that, the search for the right participation model starts. In the article Employee Participation and Taxation, written by Falco Houwer, the author navigates the jungle of possibilities for employees to participate. In doing so, he describes all the advantages of each participation model with the associated risks. This jungle of participation models was the trigger for us to set up Share Council. We have built an online platform that makes the search for – and especially the implementation of – participation models super simple and clear. Personally, I think that only three participation models work well in the Netherlands to really turn an employee into a co-owner. And then we are explicitly not talking about bonuses, profit rights or other ‘salary variants’. These are my favorite models:
STAK to rule them all
This time we zoom in on the STAK. To put it bluntly, a Stichting Administratiekantoor is a way to bring together a group of shareholders and to give them one seat as shareholder in the shareholders’ meeting. The STAK is the one legal entity that has this seat, proverbially. This one person is a kind of paterfamilias to all the “small” shareholders of the company. The paterfamilias literally buys part of the company’s shares, and then sells them to the supporters. However, the moment the foundation sells the shares to its supporters, only the economic right in the form of certificates is sold on – not the legal right that goes with the shares. Anyone who buys shares through the paterfamilias is entitled to a dividend and to the fluctuation in the value of the shares. The paterfamilias ensures that these shares are well represented in the shareholders’ meeting.
Companies choose a STAK for several reasons if they want to organize employee participation (or actually often for any form of ‘smaller’ participation). This includes the following benefits:
- the STAK makes it easy to trade the participation;
- the STAK separates voting rights and economic rights; and
- the STAK has an individual position among the other shareholders for the employee participation group.
Benefit 1: Easily tradable
For our software development company (just like for many start-ups) being able to trade the pieces easily was especially important. Depositary receipts of shares can be transferred without a notarial deed, so that everyone can enter and exit your company very easily. This does not only concern employees, but also, for example, investors and the community (such as customers) around your company.
Benefit 2: Separation of voting and economic rights
Voting rights and economic rights are often separated to ensure that employees can benefit from the economic developments of the company without the entrepreneur being bothered by a large group of opinions at shareholder level. The entrepreneur is often both a shareholder and chairman (the paterfamilias) of the STAK. At our software development company, we were not necessarily in favor of such a construction, because we attach great value to the unvarnished opinion and influence of the employees at shareholder level. At Share Council, too, we want to hear from everyone. At our company, we have therefore included all shares (100%) in the STAK (i.e. not just the part for employee participation), whereby everyone who holds more than 5% of the depositary receipts is automatically included in the board of the STAK and can participate to vote. As a result, this board is in principle the shareholders’ meeting, because the STAK is the only seat that fills the shareholders’ meeting, but at the same time we can trade the items more easily than with a B.V.
Whatever you choose, write it down. By default, certificate holders have no right to attend or speak at the shareholders' meeting. The BV's articles of association can grant them that right (art. 2:227 BW, in Dutch), and the terms of administration set out what holders can and cannot do. Our article on drafting the terms of administration covers the choices.
Benefit 3: Individual position between shareholders
The third advantage of the STAK is that it is actually an individual person with its own shares among the other shareholders. The case below emphasizes the organizational advantage of this.
Use case
A company decides to always make 10% of the economic ownership of the shares available to the employees. In that case, the company can opt for participation via the current shareholders or via an entity, such as a STAK. If the company has one shareholder, it can easily make available 10% of the economic ownership of his or her shares without the intervention of the STAK. When a second major shareholder is added, the question arises what should happen with those 10% shares for the employees. Does this newcomer also have to relinquish 10% of the economic ownership of his or her shares, or does he/she not have to participate (this would give an unfair distribution)? When a STAK is placed here, it can actually own 10% of the (numbered) shares, and such a discussion will never exist. Also, this paterfamilias will always be present as a full shareholder among any other shareholders. This keeps the situation as clear as possible.
Some drawbacks
There are also some drawbacks to the STAK, (also) if you check the literature on it. To set up the STAK you still have to go to the notary, for the foundation deed and for moving the shares into the STAK, and notary fees are not fixed: they differ per notary (Ondernemersplein, in Dutch). In addition, you have to decide who may exercise which voting rights and how those decisions are made. The tax position of the employees also needs thought: how certificates are taxed depends on how employees get them and how large their stake is. Ultimately, as a platform supplier, we found the ‘numbered issuing’ of certificates the most difficult, but we have worked hard to make this possible.
If you have decided a STAK fits, our step-by-step guide to setting up a STAK covers the notary deeds, the terms of administration, the costs and how employees are taxed.
When a STAK is not yet the practical choice
A STAK pays off once several people hold certificates and those certificates change hands. A company with three founders and one first employee rarely needs one yet. We often tell such founders to hold off on the foundation, and to set it up now only if they know they will have around ten employees by the end of the year.
Until then, you can grant options over a future STAK. Your first employees get their rights now, the STAK paperwork is prepared, and the notary step follows when the team grows. That is how our Co-Ownership Starter plan works.
Granting early does not save tax. In the Netherlands an option is not taxed when you grant it. The gain is taxed as wage when the employee exercises the option, or later, when the shares become tradable (art. 10a Wet LB 1964, in Dutch). Start early for fairness and to get your first people on board. A bill for 2027 (Kamerstuk 37024) proposes to tax only 65% of the gain, at the moment the shares are sold, for options at companies with an RVO start-up or scale-up decision. It is still a proposal before parliament, and it covers options, not STAK certificates (Taxlive, in Dutch). Our post on what the 2027 option rules mean follows it.
Numbering certificates
The depositary receipts of a STAK are numbered, just as is the case with shares. Numbering in this case literally means that you become the owner of a few numbered certificates and not ‘just a tuft of 5%’. This is also easier to explain with an example: in 2014 my partner and I set up a software development company with 100 shares. My partner owns shares 1 up to and including 50 and I own shares 51 up to and including 100. If we want to set up a STAK with 10% of the shares, we will each sell 5 shares to the STAK. For example, the STAK then becomes the owner of shares 1 to 5 and shares 51 to 55. Subsequently, the STAK issues certificates with the same numbers. When an employee buys one (1) certificate, it is possible that he literally buys certificate number 4. You can imagine that with large numbers this becomes an administrative headache file. That is why we keep all this neatly automatically in our database. If a company has a STAK with us with one million certificates, then we indeed have one million certificates in our system – each with the owner to whom the certificate has been assigned.
Ultimately, all this makes the STAK not only an interesting instrument from a legal point of view but also an instrument with practical effect. The structures remain uncluttered and clear. Due to easy tradability and often the small “cheap” denominations, everyone can participate and you are really working on binding and captivating your talent.
How Share Council supports you as an entrepreneur
My research for this has mainly confirmed my knowledge about the STAK. This way of working is very accessible for the SME of tomorrow, who want to transfer shares to employees and investors quickly – and without too many intermediaries and interference. That is why we support this principle.
Share Council’s participation platform ensures that there is no need to think about administration after setting up the structure and selecting the contracts. Everything is arranged and maintained for you in the background. We have a range of payment plans available, so no matter what your budget is or how much time you have to spend on participation, we have a plan that will work for you.
To see how this works for your company, start for free or join our webinar.
Read more about the STAK
