STAK and depositary receipts: how certification works and its limits

A STAK (stichting administratiekantoor) is a Dutch foundation that holds the shares in a company and issues depositary receipts (certificaten) to the people who carry the economic interest. The receipt holders get the dividends and the value; the foundation’s board exercises the votes. The main exception to the “protection” story: certification protects control, not value. Creditors, a divorcing spouse and the tax authorities can still reach the economic interest held through the receipts.

Below we explain how a STAK is set up, what it protects against, where it falls short, and what founders and receipt holders should each check. The rules sit mainly in Book 2 of the Dutch Civil Code (BW) and in the anti-money laundering legislation.

How does a STAK work?

The shareholder transfers the shares to the foundation, and the foundation issues receipts in return. Legal title and voting rights sit with the foundation; the economic interest sits with the receipt holders.

The transfer of shares in a BV requires a notarial deed (Article 2:196 BW), so a civil-law notary is always involved. The notary also executes the deed of incorporation of the foundation and registers it in the trade register of the Chamber of Commerce (KVK). The board of the STAK is entered in that register; the receipt holders are not.

The relationship between the foundation and the receipt holders is governed by the certification conditions (administratievoorwaarden). They state how dividends are passed on, how receipts are transferred, when receipts can be exchanged back for shares, and when the board must consult the holders. Together with the foundation’s articles, this document determines how much the structure is worth in practice.

What rights does a depositary receipt holder have?

A receipt holder has the economic rights and no vote. Whether he also has meeting rights depends on the articles of association of the company.

In a BV, receipt holders have meeting rights (vergaderrecht) only if the articles of association attach those rights to the receipts (Article 2:227(2) BW, as amended on 1 October 2012). Meeting rights mean the right to be invited to the general meeting, to attend and to speak, but never to vote. Without such a clause, the holder depends entirely on what the certification conditions give him.

Receipt holders are not left without a statutory remedy. Holders of receipts can, under certain thresholds, ask the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeal to order an inquiry into the policy of the company. The board of the foundation must also act in the interest of the receipt holders and of the company, as required by the foundation’s articles and Article 2:9 BW.

What does a STAK protect against?

A STAK concentrates voting control in one board while the economic interest can be spread over many people. That is its real strength, and it explains the three common uses.

Succession in a family business

The founder transfers shares to the STAK and gives receipts to his children, by gift or later by inheritance. The shares stay in one hand, so ownership does not fragment over several heirs. Board seats in the STAK can be reserved for the family members who run the business. Read more on family businesses.

Employee participation

Staff receive receipts and share in the profit, without votes and without a notarial deed for every transfer. Receipts are transferred under the certification conditions, which avoids a separate notarial deed each time an employee joins or leaves.

Protection against unwanted control

An outside party that buys receipts does not acquire votes. Anyone who wants control must deal with the STAK board, which votes in line with the purpose laid down in the foundation’s articles.

Where does a STAK fall short?

Certification does not put value out of reach. It changes who votes, not who owns the economic interest.

• Creditors: receipts are assets of the holder. His creditors can attach them like any other asset, and in a personal bankruptcy they fall into the estate.
• Divorce: receipts fall into the matrimonial community or into the settlement under prenuptial conditions in the same way shares would. What certification does protect is control: the ex-spouse does not end up voting in the company.
• Tax: a properly structured STAK is generally treated as transparent, so the income is attributed to the receipt holders and not to the foundation. A STAK is therefore not a tax-saving vehicle. We do not advise on tax; your tax adviser should review the structure alongside us.
• Business risk: if the company fails, the receipts lose their value just as shares would.
• Foreign recognition: many jurisdictions have no equivalent. Dutch law has no trust of its own, and foreign buyers, banks and tax authorities may need an explanation of the structure.

Is a STAK still anonymous?

No longer in the way it used to be. The foundation and its board are public in the trade register, and the ultimate beneficial owners must be entered in the UBO register held by the KVK.

The UBO rules look through the foundation to the people who hold the economic interest or control, with a threshold of more than 25%. After the ruling of the EU Court of Justice of 22 November 2022 (ECLI:EU:C:2022:912), public access to the register was closed. The Act of 14 July 2025 (Stb. 2025, 189), largely in force since 16 July 2025, now gives access to authorities, to institutions that must perform customer due diligence, and to persons with a legitimate interest.

Banks and notaries must identify the ultimate beneficial owner under the Anti-Money Laundering and Anti-Terrorist Financing Act (Wwft) before they can act. A layered structure leads to more questions, not fewer. An out-of-date UBO registration or unclear certification conditions will delay a bank account, a financing round or a sale. Read more about money laundering rules.

What obligations does the STAK board have?

The board must manage the shares in line with the foundation’s purpose and the certification conditions, and keep proper records. Since the Management and Supervision of Legal Entities Act (Wbtr) took effect on 1 July 2021, foundation directors are held to the same standard of proper performance as company directors.

In practice that means: register changes in the board and the UBOs with the KVK, keep a register of receipt holders, pass on dividends within the period set in the certification conditions, and handle conflicts of interest under the statutory rules. A director who seriously fails in these duties runs a personal liability risk.

Dividends only reach the STAK after a valid distribution by the company. In a BV the management board must refuse approval if it knows, or should reasonably foresee, that the company cannot continue to pay its debts after the distribution (Article 2:216 BW). Directors who approve a distribution that fails this test can be held liable for the shortfall.

What should you check as a founder or company?

• Do the company’s articles of association say whether meeting rights attach to the receipts (Article 2:227(2) BW)?
• Do the certification conditions state when and how dividends are passed on, and whether the board may retain funds?
• Is it clear when receipts can be exchanged back for shares (decertification) and who decides?
• Are the board composition and succession of board members fixed in the foundation’s articles?
• Are the trade register entry and the UBO registration up to date?
• Has your tax adviser reviewed the structure before the shares are transferred?

What should you check as a receipt holder?

• Do you have a copy of the certification conditions and the foundation’s articles?
• Do your receipts carry meeting rights under the company’s articles?
• Which matters require the board to consult you, for example a sale of the company or an amendment of the conditions?
• Are there transfer restrictions, such as an offer obligation to other holders, and how is the price set?
• Can you request exchange of your receipts for shares, and on what conditions?
• Who sits on the board, and how can board members be dismissed?

What can we do for you with a STAK?

Our company law team works on certification structures for founders, families and receipt holders.

• We draft the foundation’s articles and the certification conditions, and coordinate the deeds with the civil-law notary.
• We review the company’s articles of association and adjust the clauses on meeting rights and transfer restrictions.
• We check an existing STAK against the Wbtr, the UBO rules and the conditions, and list what needs updating.
• We advise receipt holders on their rights and assess whether an inquiry request to the Enterprise Chamber is an option.
• We draft the shareholders’ agreement that sits alongside the STAK.

Summary

• A STAK holds the shares and issues receipts: votes stay with the foundation, economic rights go to the holders.
• In a BV, receipts carry meeting rights only if the articles of association say so (Article 2:227(2) BW).
• Certification protects control, not value: creditors and a divorcing spouse can still reach the receipts.
• The UBO rules look through the foundation; access is limited since 2025 but authorities, banks and notaries see the data.
• The certification conditions determine what the structure is worth in practice.

Frequently asked questions