The STAK: certification through a foundation
A Stichting Administratiekantoor, commonly called a STAK, is a foundation that holds legal title to the company's shares and issues depositary receipts (certificaten van aandelen) to employees and investors. The receipt holder gets the economic rights of a shareholder, including dividends and exit proceeds, but voting rights typically stay with the STAK board.
- The STAK holds shares once, so subsequent receipt transfers can be done by private deed rather than a notarial deed for the underlying shares
- Founders and investors keep voting control centralised, useful when many small employee holders exist
- Receipt terms are set out in the STAK's administration conditions, which employees should read before accepting a grant
A STAK adds a layer of governance complexity. Smaller startups sometimes prefer stock options until the cap table is large enough to justify setting one up.
Comparing Dutch equity instruments
| Instrument | Ownership at grant | Notarial deed needed | Typical use |
|---|---|---|---|
| Stock options | None until exercise | Only at exercise, if shares are issued directly | Most common for startups |
| STAK depositary receipts | Economic interest, no vote | Once, when STAK is set up | Larger or later-stage companies |
| Phantom shares / SARs | None, cash-settled | Never | Companies avoiding cap table dilution |
| Direct shares | Full | Every transfer | Founders, rare for early employees |
Box 1 wage tax on Dutch equity
Employee equity in the Netherlands is generally taxed as employment income under box 1 wage tax at the moment a benefit is realised, whether that is option exercise or phantom payout. Since 2023, employees can elect to defer the taxable moment on option exercise until the shares actually become tradable, which helps with the dry income problem common to illiquid startup shares.
Rates, thresholds and the exact conditions of the deferral election change periodically. Confirm current figures with a Dutch tax adviser before making decisions.
Questions about B.V. equity structuring
- Can a Dutch startup just issue shares to every employee?
- Legally yes, but each issuance or transfer needs a notarial deed, which is costly and slow at scale. Most companies use options or a STAK instead.
- What is a STAK in simple terms?
- A foundation that holds the real shares and hands out depositary receipts that mirror the economic value of those shares, without giving receipt holders a vote.
- Do employees pay tax when they receive options?
- Normally not at grant. Tax is due later, typically at exercise, unless the 2023 deferral election is used to push the taxable moment to when shares become tradable.
General information for founders, not legal or tax advice. Thresholds and rates change, so confirm the current position with an adviser in the relevant country before granting.