Foundation
If you are 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.
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 will need a civil-law notary to draft a deed, stating that you have created a stichting and listing its statutes. It is 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 will need a civil-law notary to amend the deed whenever you need to amend your foundation's statutes.
It is mandatory to register your stichting in the Business Register (Handelsregister) at the Netherlands Chamber of Commerce KVK. You remain personally liable until you have done this.
UBO register: report your UBOs
Most businesses that register in the Dutch Business Register (including several European legal structures) have to include their 'ultimate beneficial owner(s)' or UBOs in the UBO register. See for more information the article The UBO register: questions and answers (KVK website).Costs
You do not need a minimum starting capital to set up a stichting. You pay a one-time fee to register your foundation in the Business Register. The costs for a civil-law notary vary 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 usually pays corporate income 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. Not all foundations have to pay corporate income tax. Read which foundations are exempt.
Whether a foundation has to pay and charge VAT depends on its specific situation.
As a foundation, you can obtain a ‘public benefit organisation’ (PBO) status, or in Dutch Algemeen Nut Beogende Instelling (ANBI) status or Sociale Belang Behartende Instelling (SBBI) status. You will then be eligible for certain tax benefits. You can request an ANBI or SBBI status from the Dutch Tax and Customs Administration.
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 Business 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 Business 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 Business 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 Business 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 have 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
If you want to end your 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.Statistics: associations and foundations
Number of associations and foundations.