Foundation

What is a foundation?

A foundation is an organisation that does not aim to make a profit. The money raised by a foundation consists of donations, loans, subsidies and legacies. Its primarily purpose is to support a social or non-profit cause. It may also be a business, but its profits must be allocated to the foundation's cause or purpose.

A foundation has a board, but no members and no shareholders. Therefore, a general meeting of members is not needed. If you decide to appoint a supervisory board, you must lay this down in the statutes. A supervisory board monitors the board of directors.

The purpose of a foundation may be different from serving as a charity. For example, professional football clubs, broadcasting companies, hospitals, museums, laboratories and healthcare institutions can also be 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, the articles of association, 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). You'll remain personally liable until you've done this.

UBO register

Foundations that are registered in the Dutch Commercial Register have to include their 'ultimate beneficial owner(s)' or UBOs in the 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 UBO register for ultimate beneficial owner.

Costs

You do not need a minimum starting capital to set up a stichting. You pay a one-time fee of €50 to register your association in the Commercial Register. The costs for a civil-law notary differ between €400 and €800. In addition, there are administrative costs. The average annual administration costs range from €600 to €1,800. Foundations that achieve a turnover of over €6 million per year in two consecutive years have to file their annual accounts with the Netherlands Chamber of Commerce KVK. Read this KVK article to find out which financial statements you have to submit.

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)

Liability

A stichting is a legal entity, which means that its committee members are theoretically not liable for any debts. There are, however, exceptions to this rule. For example, mismanagement, negligence or failure to list the stichting in the Dutch Commercial Register.

Inform KVK about any committee member changes within eight days. Failure to do so may mean that former committee members could be held liable if they're still listed in the Dutch Commercial Register.

Signing authority

The board as a whole is authorised to sign. This means that members may either jointly or individually sign contracts or perform certain legal acts on behalf of the foundation, such as reporting a change in the Commercial Register. These agreements are laid down in the articles of association.

The board can also choose to appoint power of attorney to someone else. This person is then authorised to act on behalf of the company. It can be useful to register this person in the Commercial Register. This way your business partners also know who is allowed to act on behalf of the company.

Personnel

A foundation can employ staff. You then have to pay payroll taxes and social contributions for your personnel. If you are hiring an employee for the first time, you must register as an employer with the Dutch Tax and Customs Administration. You must also report this to the Netherlands Chamber of Commerce. Read the checklist Employing staff in the Netherlands for more information.

As a member, you can be employed by the foundation. You receive a compensation for your labour, which needs to be in proportion to the work you’ve performed. Associations with an ANBI status are not allowed to employ members. Usually, the members only receive a compensation for costs incurred.

Social security and national insurance contributions

Members employed by the foundationare covered by any employee insurance schemes. If you are not employed, you can take out voluntary insurance. You can also build up a pension yourself.

Ending a foundation

Ending a foundation If you want to end a foundation, the board first has to decide on dissolving the legal entity. A legal entity ceases to exists once all outstanding debts are paid. The rules and procedures for dissolving a foundation are included in its statutes.