What is a STAK?
A STAK is a foundation that manages the shares of your BV. The STAK splits the following 2 rights of a share:
- Voting rights in the general meeting of shareholders.
- The right to a share of the profit (dividenduitkering).
The split of these 2 rights is done with certificates of shares. These certificates (certificaten van aandelen) are special shares. They give the employee a right to a share of the profit, but not the right to vote (the right to decide on something). The voting right lies with the board of the STAK.
Why set up a STAK?
A STAK is not mandatory. But there are 2 main reasons why a STAK is useful for your company.
Retaining and engaging your employees
Through a STAK you can give your staff certificates of shares that entitle them to a share of the company's profits. You give your employees a reason to stay with your company for a long time. And to perform well.
You can also use a STAK if one of your children wants to take over the business. Your possible successor can be appointed as director and will then have voting rights. Do you have more children? Then they can receive certificates from the STAK. The certificates entitle the holder to a share of the profit.
Other benefits of a STAK
A STAK has more benefits:
- STAK certificate holders do not have meeting rights. So, they do not have to be present at the shareholders' meetings.
- No civil-law notary is required for the transfer of certificates. That saves time and money.
Setting up a STAK
As with the establishment of a normal foundation, for a STAK you must have a deed drawn up by a civil-law notary. To issue certificates on behalf of the bv, the civil-law notary must also draw up a deed of certification. In addition, the civil-law notary must draw up a deed containing the conditions that apply to holders of the certificates.
Having the deeds drawn up by a notary costs money. The rates for making STAK deeds are not fixed and differ per civil-law notary. Usually, the civil-law notary also arranges registration in the KVK Business Register.
STAK certificate holders who own more than 25% of the certificates are ‘ultimate beneficial owners’ (UBOs) of the company. You have to register them in the UBO register.
Annual account regulations for a STAK
The rules of a foundation apply to drawing up annual accounts. The STAK is not required to file annual accounts. The foundation is not taxed. The foundation does not make a profit on which tax has to be paid. The STAK only has a bank balance for a short while, after the profits have been received and before they have been paid to the certificate holders.