What is a STAK?
You want to share your company's profits with others, for example shareholders or your employees. But you do not want them to have voting rights. You can do this by setting up a trust office foundation (STAK). The STAK manages your shares. It separates the voting rights from the profit-sharing rights. The voting rights remain with the foundation. You can share profits with others by giving them certificates. This way you share the benefits if your company is doing well, while you remain in control.
How does a STAK work?
The STAK is a foundation you set up to manage your shares. The STAK separates the voting rights from the profit-sharing rights. The voting rights remain with the foundation, with the board members as the 'transferring shareholders'. You share profits when your company is doing well by issuing certificates. The STAK manages the certificates in a certificate register. The STAK pays the certificate holders their share of the profit.
Why set up a STAK?
Clear control over the organisation
If many shareholders are involved in your organisation, it can be difficult to make decisions. By choosing to issue certificates, full control remains with the board of the STAK. The board only needs to consist of one person.
No risk of inheritance
Placing the shares of your company in a STAK means the shares cannot be inherited. The director major shareholder (directeur grootaandeelhouder, dga) can appoint his successor in the STAK board in the foundation’s articles of association. If the dga dies, the continuity of the company is guaranteed.
Anonymity for those entitled to profit
The shareholder of an organisation is registered in the Business Register of the Netherlands Chamber of Commerce (KVK). A certificate holder within the STAK can remain anonymous. The STAK is registered as the sole shareholder of the company.
Reward valuable employees
You can give your employees certificates, so they share in the profit. The employee does not gain control over the company via these certificates. You can bind valuable employees to your organisation. For example, by letting them share in the profits as long as they work for your organisation.
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.
Shares without voting rights without STAK
A private limited company (bv) can issue shares without profit-sharing or voting rights. It does not have to set up a STAK. Issuing shares without voting rights is cheaper. So, for a bv, setting up a STAK is not always the best solution.
UBO register against crime
STAK certificate holders who own more than 25% of the certificates are ‘ultimate beneficial owners’ or UBOs of the company. You have to register them in the UBO register. The UBO register was set up to fight financial crimes, such as laundering money or financing terrorism.