How to set up a STAK in the Netherlands for your employees

How to set up a STAK: step by step

The order below is the usual one. There is no fixed standard for how long it takes: that depends mostly on how quickly you make the choices in step 1 and when the notary has time. If you start with options over a future STAK through Share Council, our pricing page says you can be up and running in about a week, and steps 3 to 5 move to later.

The terms of administration: what goes in them?

The terms of administration (administratievoorwaarden) are the agreement between the STAK and the certificate holders. The law does not prescribe their content, so this document decides how fair and how workable your plan is. The articles of the STAK cover the foundation itself, such as its purpose and its board. The terms of administration cover the rights of the certificate holders. Include at least these topics:

• Certification and issue. How many certificates there are per share (usually one to one), to whom the STAK may issue certificates and at what price.
• Voting rights. The STAK board votes on the shares. Set out how the board decides, how board members are appointed and dismissed, and whether certificate holders may nominate someone.
• Meeting rights. Whether certificate holders may attend the BV's shareholders' meeting and speak there. That right only exists if the articles of the BV attach it to the certificates (art. 2:227(2) Dutch Civil Code). Once granted, you can only change it with the consent of the certificate holders, unless you expressly reserved that power when you granted it (paragraph 4).
• Dividends and other distributions. The STAK passes on what it receives on the shares to the certificate holders. Set out the timing and the method.
• Transfers. To whom a certificate holder may sell, whether they must first offer the certificates to the STAK, the BV or the other holders, and how the price is set. A fixed valuation method prevents arguments.
• Good leaver and bad leaver. What happens when someone leaves the company. A common approach is an obligation to offer the certificates for sale, at current value for a good leaver (for example on retirement or illness) and at a lower price for a bad leaver (for example after summary dismissal). Link this to the vesting schedule, so it is clear which part someone has already earned.
• Drag-along and tag-along. Whether certificate holders must sell when a buyer wants the whole company, and whether they may sell alongside the founders.
• Pledging and exchange. Whether certificates may be pledged, and whether a holder can exchange certificates for ordinary shares (royement). Employee plans usually exclude the exchange, because otherwise the split between control and economic interest disappears.
• Costs, information and amendments. Who pays the costs of the STAK (usually the BV, according to Ondernemersplein), what information certificate holders get each year and how you change the terms later.

Read more about drafting them in The terms of administration: how to draft them. How to take someone out of the STAK is covered in this knowledge base article.

What does it cost to set up a STAK?

There are two broad routes. You can arrange everything yourself with a notary and an adviser, or you can use a platform where the documents are already prepared.

All amounts exclude VAT (prices as of October 2026, see pricing). If you only have a one-off question, an expert hour costs €252, paid with Support Tokens.

Quintus Willemse explains from his own experience why the second route exists: "Back in 2015 I wanted to make everybody co-owner in that company. Two owners, three employees, that was the company. And I figured out that it was needlessly difficult and, for us at that moment, expensive: to go to a notary, set up a foundation, have advisors set up the documentation, lawyers set up the contracts, accountants do the calculations. All together that becomes a really expensive package. And risky as well."

How are your employees taxed?

This section is about employees who pay tax in the Netherlands. For tax it matters how an employee gets their certificates and how large their stake ends up. The amounts and rates below apply to 2026.

If an employee pays the fair market value for their certificates, the purchase is not wage. If they get them at a discount or for free, the difference is employment income (art. 10 Wage Tax Act 1964). It is taxed in box 1, for people below the Dutch state pension age at 35.75%, 37.56% or 49.50% depending on income (Belastingdienst, box 1, in Dutch). The employee then pays tax without receiving any cash, which is why a well-supported valuation is not a formality.

With options on certificates, the option itself is not wage when it is granted. At exercise, the difference between the value of the certificates and the exercise price is wage. If the certificates cannot yet be traded at that point, the taxable moment moves to when they can, unless the employee chooses in writing to be taxed at exercise (art. 10a Wage Tax Act 1964).

Once an employee holds certificates, the size of the stake matters. At 5% or more of the shares, profit rights or options, alone or together with their tax partner, they have a substantial interest (aanmerkelijk belang), and dividends and sale gains fall in box 2: 24.5% up to €68,843 and 31% above that (Belastingdienst, box 2, in Dutch). Below that, the certificates fall in box 3, where you pay 36% on a deemed return on your assets rather than on what you actually earn (Belastingdienst, box 3, in Dutch).

Be careful with special certificates for managers. If they carry a preferred return, or a return that depends on targets such as profit or an exit, they can be a lucrative interest (lucratief belang), and the return is then taxed as income from work (art. 3.92b Income Tax Act 2001). Ordinary certificates with the same rights as the other shares usually do not have this problem. Always have non-standard structures checked.

Granting early does not save tax. The tax falls on the increase in value up to exercise or later, never on the grant. What granting early does do is let your first people come in at today's low value, so they get a larger part of the growth. That is fairer, and it sets a precedent for everyone who joins later.

What changes in 2027?

The Dutch government has submitted a bill to stimulate start-ups and scale-ups through tax (Wet fiscale stimulering start-ups en scale-ups, parliamentary paper 37024). If it passes, options at companies with a start-up or scale-up decision from RVO, the Netherlands Enterprise Agency, will only be taxed when the shares are sold, and then on 65% of the gain. The proposal applies to options granted on or after 17 April 2025, with a minimum holding period of two years after the grant, and not to employees with a substantial interest or a lucrative interest. It still has to pass both chambers of parliament. The Council of State was critical, so the rules may still change (nader rapport, Rijksfinanciën; Taxlive, both in Dutch). As far as we know, certificates that an employee buys or receives directly are not covered. Read more in what the 2027 option rules mean for employee ownership.

A worked example in euros

Say your BV is worth €2,000,000 according to a well-supported valuation and has 200,000 shares, all of them certified. One certificate is then worth €10. Sanne joins and gets a stake of 1,000 certificates, half a percent. With her salary she is in the top box 1 bracket (49.50% in 2026).

C and D show why granting early is not a tax trick: Sanne pays more tax than her colleague because she was there for more of the growth, and she keeps twice as much. If the 2027 bill passes unchanged and your company has an RVO decision, Sanne in situation C only pays when she sells, on 65% of €30,000. In the top bracket that is €9,652.50.

This example is simplified. It uses the top rate and leaves out tax credits and box 3. Have a tax adviser work through your own situation.

Frequently asked questions about setting up a STAK

Does a STAK have to prepare annual accounts?

A STAK does not have to file annual accounts with KVK (Ondernemersplein). The board must still keep accounts and, each year within six months of the end of the financial year, draw up a balance sheet and a statement of income and expenditure, and keep them for seven years (art. 2:10 Dutch Civil Code).

Do certificate transfers need a notary?

No. Issuing and transferring shares in a BV needs a notarial deed (art. 2:196 Dutch Civil Code), but transferring certificates does not (Ondernemersplein). You record the transfer in a private deed between buyer and seller. If the certificates carry meeting rights, the BV must also acknowledge the transfer or be formally notified of it (art. 2:196c Dutch Civil Code). Follow the transfer rules in the terms of administration as well.

Who sits on the board of the STAK?

You decide that in the articles of the STAK, which must set out how board members are appointed and dismissed (art. 2:286(4) Dutch Civil Code). The founders often sit on the board, so control stays where it was. If you want employees to feel heard, you can give certificate holders the right to nominate a board member, for example.

When is a STAK worth it?

When you want to make more than a few people co-owners and expect that group to grow. For one employee the notary is often too much hassle, and options over a future STAK or another intermediate form make more sense. See the comparison above.

What are the downsides of a STAK?

There is a one-off notary step, you add a legal entity with a board that keeps its own accounts, and employees get no voting rights. That last point is the whole idea, but it can feel like ownership in small print. Quintus therefore advises giving employees at least a voice: not a vote, but a say.

Do I save tax by granting options early?

No. With options, the employee pays wage tax on the difference between the value of the certificates and the exercise price at exercise, or later if the certificates only become tradable then (art. 10a Wage Tax Act 1964). Granting early is fairer: your people come in at today's low value and get a larger part of the growth.

Can I grant options first and set up the STAK later?

Yes. With options over a future STAK you grant options now, and the STAK is only formed at the notary when you are ready. The options then sit over the new STAK (pricing).