Introducing the STAK: A Dutch foundation for structured ownership – New York office Snippet

A STAK is a Dutch legal entity used to separate economic ownership of shares from voting rights. The STAK holds a company’s shares and issues depositary receipts to beneficiaries. The STAK board exercises the voting rights attached to the shares, while depositary receipt holders are entitled to the economic benefits but generally don't have voting rights in the company’s general meeting. This allows founders or key stakeholders to share in success without relinquishing control.

How does it work?

A STAK is a foundation incorporated by notarial deed which includes the articles of association. The notary also prepares the administration conditions (administratievoorwaarden), which govern the relationship between the STAK and depositary receipt holders. The company’s shares are then certified: the STAK becomes the legal owner and issues depositary receipts representing the economic interest. Depending on the structure, a STAK can also certify shares in a non-Dutch entity.

Why use a STAK?

• Employee participation: Give employees a stake in profits through depositary receipts, boosting engagement while founders retain decision-making control. Depositary receipts can be transferred by private instrument rather than a notarial deed, making participation easier to manage.
• Succession planning: Allow a single heir (e.g. the future CEO) to control voting rights through the foundation’s board, while other family members share in financial returns through depositary receipts.
• Investor management: Bring in outside investors or crowdfunding investors by granting economic rights without ceding voting power, helping founders protect their strategic vision.
• Asset protection: Separate legal ownership (held by the STAK) from beneficial ownership to help shield assets from personal liabilities.
• Protective measure: A STAK can have a defensive effect by concentrating voting rights with the STAK board, which may help protect continuity in the face of unwanted bids or shareholder pressure. That said, the classic Dutch takeover defence is typically a protective foundation with a call option on shares which will be covered by part three of this series.

Key takeaways

The STAK is a flexible and widely used governance tool in the Netherlands. It enables companies to align economic participation with strategic control and, depending on the structure, can be tax-efficient and administratively straightforward. With limited filing obligations and no share capital, the STAK can be suitable for both family businesses and international structures.

Contact us

Curious whether a STAK could be used in your corporate structure? Reach out to one of our colleagues mentioned below or read more of our New York office Snippets.