What is a Trust Office Foundation / Stichting Administratiekantoor (STAK)?

A STAK is a special form of a foundation whose purpose is to hold shares and to issue depositary receipts on the basis thereof. The board of the foundation has control as a shareholder in the companies in which shares are held. 

Operation and Structure:

  • Share Administration: A STAK (Foundation Administration Office) acquires shares from a company and, in exchange, issues Share Certificates to the original shareholders or third parties.
  • Board: A STAK is governed by a board that exercises the voting rights of the acquired shares.
  • Share Certificates: Certificate holders have economic rights (such as entitlement to dividends) but no direct voting rights in the general meeting of shareholders. However, provisions can be included in the STAK's statutes that allow certificate holders some form of say, for instance, by granting them the right to nominate or dismiss directors.

Common Purposes:

  • Ease of Transfers: Share Certificates can be transferred without the need for a notary!
  • Employee Participation: Through a STAK, companies can allow employees to participate in the profits without granting them control.
  • Protection Structure: It can serve as a mechanism to prevent unwanted takeovers or influences by separating voting rights from economic interest.
  • Succession Planning: A STAK can be used for estate planning and succession within family businesses without losing control over the company.

Legal Considerations:

  • A STAK must be established through a notarial deed and be registered in the Trade Register.
  • The rights and obligations of certificate holders and the STAK's board must be clearly defined in the foundation's statutes and administrative conditions.