Which problems does a STAK solve?

For every share transaction, a notary is required. This is not only expensive but also time-consuming.

In addition, problems can occur in relation to the control of the company. Sometimes a B.V. will want to safeguard the economic rights of a share, but not link right of control (voting rights during the shareholder meetings) to it.

The STAK (Dutch voting trust foundation) was set up in the Netherlands, specifically for that situation. This system is particular and unique to the Netherlands.

How does a STAK work?

All the shares in the B.V. are handed to the STAK for administration. The STAK subsequently issues a certificate to an investor for each share STAK administrates.

In de administration conditions of the STAK, everything concerning voting rights, dividends, and other supplementary rights including the responsibilities of the certificate holders is specified.

Shares equal share certificates

It’s important to realize that both a share and a share certificate are legally identical and are subject to property law. Both can be transferred, for example, in an inheritance.

Legally, a share is equal to a share certificate. A major advantage of a STAK is that it holds the B.V.’s shares and issues the share certificates linked to them.

The distinction is that no notarial deed is required for the issue of certificates. After all, no share is being transferred, only a certificate. 

The STAK is however legally required to set up a register of certificate holders and record any transaction that takes place. In current practice, you will see this task being carried out by the notary, given that a STAK does not have the resources or tools at its disposal to do this securely and transparently.