Foundation
Supporting a social or non-profit cause
If you're looking to support a given social or not-for-profit cause, e.g. nature conservation, cultural heritage or a charity, one option may be to create a legal entity in the form of a 'foundation', or in Dutch a stichting.
Setting up a foundation
You'll need a civil-law notary to draft a deed, stating that you've created a stichting and listing its statutes. It's possible to set up a foundation on your own or with other individuals and/or legal entities, e.g. a private limited company (bv). You can even do this posthumously in your will.
A stichting's statutes should include:
- Name, including the word 'stichting'
- Purpose/cause
- Procedures for appointing and removing officers
- Location
- Decision-making procedures
- Procedures and payments in the event of dissolution
Statutes often also include rules about the foundation's organisation. Be aware that you'll need a civil-law notary to amend the deed whenever you need to amend your foundation's statutes.
It's mandatory to register your stichting in the Commercial Register (Handelsregister) at the Netherlands Chamber of Commerce (Kamer van Koophandel, KVK).
UBO register
Parliament is currently discussing the implementation of a UBO register for Dutch businesses in 2020. If it is accepted, foundations that are registered in the Dutch Commercial Register will have to include their 'ultimate beneficial owner(s)' or UBOs in this UBO register. This is one of the measures taken in accordance with the Prevention of Money Laundering and Terrorism Financing Act (Wet ter voorkoming van witwassen en het financieren van terrorisme, Wwft). Persons who have more than 25% of the company shares, more than 25% of the voting rights, and/or have the ultimate say in company matters are considered UBOs. Inclusion in the UBO register can be arranged via the website of the Netherlands Chamber of Commerce KVK. Companies that were already registered in the Commercial Register will have a year and a half to register their UBOs. See for more information (in Dutch) Rijksoverheid.nl.
Structuring a foundation
A stichting has a board, but no members. It may also be a business, but its profits must be allocated to the foundation's cause or purpose. The foundation's officers can even be paid employees, although this is not often the case. Generally speaking, officers only receive remuneration for their expenses.
It is not permitted to employ an executive officer if a stichting has a 'public benefit organisation' (PBO) status, or in Dutch algemeen nut beogende instelling (ANBI) status. It may, however, employ staff.
Committee member liability
A stichting is a legal entity, which means that its officers are theoretically not liable for any of its debts. There are, however, exceptions to this rule. For example, mismanagement, negligence or failure to list the stichting in the Commercial Register.
Taxes
A foundation operating as a business pays corporation tax (vennootschapsbelasting). In this context, a 'business' is any organisation running on capital and labour for the purpose of making profit through commercial activities and economic transactions. Any profits must be allocated to the stichting's cause or purpose.
Whether a foundation has to pay and charge VAT depends on its specific situation.
- See additional information on the Belastingdienst website (in Dutch)
Social security
As an officer of a foundation, you're theoretically not an employee. Consequently, you won't be covered under any employee insurance schemes.
Statistics: associations and foundations
Number of associations and foundations.