What are depositary receipts on the shelf in a STAK?

Depositary receipts on the shelf are depositary receipts (in Dutch: certificaten van aandelen) that a stichting administratiekantoor (STAK) has already issued but that no participant holds yet. In a simple set-up, the company issues a block of new shares to the STAK, and the STAK issues all matching depositary receipts back to the company. The company keeps them in stock and hands them out to employees or other participants later, without a notarial deed for each grant.

How a simple STAK gets depositary receipts on the shelf

A STAK is a foundation that holds shares in your company and issues depositary receipts for them. The STAK board exercises the voting rights on those shares. The holders of the depositary receipts get the economic rights, such as dividend and a share of the sale price, as set out in the conditions of administration (administratievoorwaarden).

A simple set-up has 4 steps:

A notary incorporates the STAK by a deed that contains its articles of association (article 2:286 BW).
The company issues new shares to the STAK, or a shareholder transfers existing shares to it. For shares in a Dutch BV, both need a notarial deed (article 2:196 paragraph 1 BW).
The STAK issues depositary receipts for those shares, all of them to the company itself. Dutch law does not require a notary for this step.
The company hands depositary receipts off the shelf to participants over time.

The notary is involved once, for the whole block. Each later grant is a transfer of depositary receipts from the company to a participant, made by a deed of transfer and notice to the STAK (article 3:94 BW), without a notary.

How many shares go to the STAK, and what is paid

The number of shares you put in the STAK decides how many depositary receipts the block holds. You choose it with your notary, based on how much of the company you want to offer participants. The ratio decides how many depositary receipts each share backs: at 1:1, 100 shares give 100 depositary receipts. See What does the ratio between shares and depositary receipts indicate?.

Two payments come with the structure:

The STAK pays up the nominal value of the new shares it receives (article 2:191 paragraph 1 BW). With a low nominal value this is a small amount, for example 100 shares × €0.01 = €1.
The company pays the STAK for the depositary receipts it takes onto the shelf.

When the STAK has no bank account, these payments can be arranged through a loan from a shareholder or a third party. Issuing depositary receipts and making capital contributions on shares walks through that route and the documents it needs.

Why the shelf does not dilute existing shareholders straight away

As long as the depositary receipts sit with the company, nobody outside the company holds the economic rights on those shares, and no vote can be cast on those shares at the general meeting (article 2:228 paragraph 6 BW). Only depositary receipts that leave the shelf give a participant a stake.

A worked example with round numbers:

The founders hold 1,000 shares.
The company issues 100 new shares to the STAK. The STAK issues 100 depositary receipts (1:1) to the company.
The company now has 1,100 issued shares. The 100 depositary receipts on the shelf belong to the company itself, so outsiders still hold no economic interest.
The company grants 20 depositary receipts to an employee. That employee now has an economic interest in 20 of the 1,100 shares, about 1.8%. The other 80 depositary receipts stay on the shelf.

Dilution happens grant by grant, not on the day the shares go to the STAK.

How Share Council supports depositary receipts on the shelf

On Share Council, each instrument is a portfolio: the shares are one portfolio and the depositary receipts another, linked by the ratio. "Admin" below means the Owner, Administrator or Portfolio Admin of the circle, the company workspace on Share Council.

Who holds the shelf: in Portfolio settings > Entities, the admin sets The Sender / The Distributor (in the set-up described here, the company), The Company (the company whose shares the STAK holds) and The Trust Office Foundation (STAK). When the admin finalises the depositary receipts portfolio, all its depositary receipts are placed in the wallet of The Sender / The Distributor. That wallet is the shelf.
A fixed block: a new portfolio starts as a draft with a Requirement checklist: an amount above 0, a Sender, The Company, an underlying shares portfolio, a ratio and signers for each entity. After Finalize portfolio, the number of depositary receipts can no longer be changed.
Handing out: on the portfolio dashboard, the admin clicks Transaction to send depositary receipts from the distributor to a participant. The participant accepts and signs the deed of transfer in the platform. Share Council keeps the register of depositary receipt holders.
Back on the shelf: depositary receipts that come back, for example the unvested part when vesting stops for a leaver, return to the distributor and are available for the next grant.
Adding to the block: if the shelf runs empty and the company issues more shares to the STAK, the extra depositary receipts are added with an issuance transaction. Share Council arranges that issuance; contact us.

Frequently asked questions

Does the company or the STAK hold the depositary receipts on the shelf?

In the simple set-up described here, the company holds them: the STAK issues all depositary receipts to the company. On Share Council, whoever holds the shelf, the company or the STAK, is set as The Sender / The Distributor of the portfolio.

Do I need a notary every time I grant depositary receipts?

No. A notary is needed to incorporate the STAK and to issue or transfer shares to it. A grant from the shelf is a transfer of depositary receipts, documented with a deed of transfer that the participant signs in the platform.

What happens when the shelf is empty?

The company issues a new block of shares to the STAK by notarial deed, and the STAK issues matching depositary receipts to the company. Share Council arranges that issuance in the portfolio; contact us.

Can Share Council help set up the STAK?

Yes, as a paid service. Our legal team drafts the STAK articles of association, the conditions of administration and the participation plan from your answers to a set-up questionnaire. A notary then executes the deeds for the STAK and the shares.

This article describes common practice and what the platform supports. It is not legal advice. What applies to your company is set by its articles of association, the conditions of administration and your participation plan.

Last updated: 24 September 2026.