Family Office Advisory

Most Dutch family office structures combine a private limited company (BV), a foundation for the administration of shares (STAK) and sometimes an ordinary foundation (stichting). The right combination depends on who should control the assets, who should benefit from them and how long the structure must last.

The BV as holding company

A BV is the most common vehicle for holding investments and operating companies. It can be incorporated without a minimum share capital, by notarial deed, and is registered in the Business Register of the Netherlands Chamber of Commerce (KVK). Shareholders are in principle not liable for the debts of the BV. Our page on company formation in the Netherlands explains the steps.

The STAK for control

A STAK holds the shares of a BV and issues depositary receipts (certificaten) to family members. The board of the STAK exercises the voting rights, while the holders of the receipts receive the economic benefits. Families use this to keep control together during a generational transition, or to prevent shares from being fragmented.

The foundation

A Dutch foundation (stichting) has no members or shareholders. Under Article 2:285 of the Dutch Civil Code, it may not make payments to its founders or board members, and payments to others are only allowed if they have an idealistic or social purpose. A foundation therefore suits some family purposes, but it is not a substitute for a trust. Dutch law does not recognise the trust as such, although foreign trusts can be recognised under the Hague Trust Convention.

Law & More does not give tax advice. Every structure has tax consequences, so we always work together with your tax adviser and the notary.

Governance in a family office means clear answers to three questions: who decides, within which limits, and who checks. Write those answers down in the articles of association and in internal regulations, so they still work when family members or advisers change.

In practice, we draft board regulations with investment mandates and approval thresholds. For example, investments above a set amount then require approval of the shareholders or an investment committee. We also include conflict of interest rules. Under Article 2:239 of the Dutch Civil Code, a BV director with a personal conflict of interest may not take part in the decision. That rule becomes relevant when a family member co-invests privately in a deal of the family office.

Also consider continuity: who acts if a director dies or becomes incapacitated? A clause on absence or incapacity of directors in the articles, and powers of attorney that are kept up to date, prevent the structure from being blocked.

Direct investments are mostly documented in a share purchase agreement, a shareholders' agreement and sometimes a loan or convertible agreement. The protection you have as an investor lies in the warranties, indemnities and governance rights in those documents.

In a share purchase agreement, the warranties and specific indemnities determine who bears the risk of problems discovered after closing. In a minority investment, the shareholders' agreement should give you information rights, a say in important decisions and a way out, for example tag-along rights. Our guide on warranties, indemnities and escrow in M&A covers these mechanisms. For larger acquisitions, see our business acquisition lawyer page.

If the family office also manages money for people outside the family, check in advance whether financial supervision rules of the Dutch Authority for the Financial Markets (AFM) apply. That question depends on the specific set-up.

Dutch BVs, foundations and STAKs must register their ultimate beneficial owners (UBOs) in the UBO register held by the Chamber of Commerce. Public access to that register was suspended in November 2022 after a ruling of the Court of Justice of the European Union, but registration itself remains mandatory.

Banks, notaries and other institutions covered by the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wwft) will also ask for documents on the structure and the source of funds. A clear structure chart and up-to-date corporate records save weeks when opening an account or closing a transaction. More on the register is in our glossary entry on the UBO register.

We work at an hourly rate of 250 to 350 euros excluding VAT for a lawyer and 300 to 400 euros excluding VAT for a partner. We discuss the rate and the expected time with you in advance. A one-off advice meeting without further assistance costs 300 euros including VAT.

We do not work on the basis of legal aid. Subsidised legal aid exists through the Legal Aid Board (Raad voor Rechtsbijstand), but we do not accept cases on that basis. External costs, such as notary fees, Chamber of Commerce fees and court fees (griffierecht), are charged separately.