difference between a STAK and non-voting shares

What is the difference between a STAK and non-voting shares in a BV or NV?

When a Dutch business is looking to raise funding to grow their business, issuing shares can be a good way of doing this. If a company wants to grow without giving away voting rights, there are two options — non-voting shares and profit sharing certificates (via the founding of a STAK).

Divident-and-equity-shares-Legaljini.jpg

There are different reasons for issuing either non-voting shares or profit sharing certificates (through the founding of a STAK):

The most common reason is about participation in the running of the business.

Participation in business

  • Non-voting shareholders can not participate in the day-to-day running of the business

  • Profit sharing certificate holders of a Dutch Foundation can participate in the running of the business, like employees.

Issuing of shares or certificates

  • Non-voting shares are issued by amending the company’s articles of association 

  • Profit sharing certificates are shared by forming what is known in The Netherlands as a STAK, or STAK.

Shareholders meeting 

  • Non-voting shareholders in a Dutch BV (or NV) can’t vote, but they have to be invited to all shareholder meetings. They also have the right to see all documents like financial statements and partnership agreements and are entitled to dividend payments.

  • Profit sharing certificate holders do not usually have voting rights, but they can if specified by the company.

Sale and transfer

  • The sale and transfer of non-voting shares take place through a notary deed, which requires the presence of a notary. 

  • The sale and transfer of profit sharing certificates can take place through a private deed.

Administration

  • Non-voting shares are comparable to regular shares. Non-voting shares are connected to the company-issued shares and their value fluctuates along with the issued shares.  

  • Profit sharing certificates means that the shares of a company are transferred to a trust foundation. After the transfer, certificates are awarded to former shareholders. These certificates give rights to the profits of the company, but the voting rights remain with the STAK  foundation. The Dutch STAK makes decisions on behalf of the holders of the certificates.

Issuing

Non-voting shares

Profit Participation Certificates

Administration

Amendment of the articles of association

Mostly possible without an amendment of the articles of association

No STAK/holding required

Sale and transfer

Notarial deed

STAK/Holding required

Private deed is possible!

Shareholder meeting rights

Always have to be invited

Depends on the statutes

Conclusion

Non-voting shares and profit sharing certificates are great ways to increase funding in the company, however, they have different applications, and also depends on reasons other than simply funding. 

 

One of the most common reasons why businesses issue profit sharing certificates using a Dutch Foundation or STAK,  is to incentivise talented ‘star’ employees to stay with the company without having to increase monthly remuneration.


If you’d like to find out which types of shares are best, or which type of Dutch legal entity suits your situation best,  do not hesitate to contact us. Together we can find the perfect option for your company.

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