Founding a STAK and control over your B.V.
Do you want to give less authority to some individuals in your enterprise? Or do you want to prevent that your partner receives control over your enterprise in the case of a divorce? This is possible by founding a STAK (A foundation Administrative Office).
Another option is to issue non-voting shares. Information regarding non-voting shares can be found here. Read more below about the working of a STAK
What is a STAK
A STAK is a foundation and a foundation is an organization focussed on realizing a specific goal. The purpose of the STAK is managing and certify shares. De STAK owns shares (the control of shares) and exchanges these shares for certificates (the certification of shares).
What does a STAK do?
As the owner of a share you have two rights:
1. the right to receive distribution of profit (payment of dividend);
2. The right to vote in general shareholder meetings (the right to vote).
In some situations, it is beneficial that a shareholder does not receive or owns these rights. In that situation, you can found a STAK. When receiving shares and consequently the certification of those shares, the STAK can ensure that the right to vote and the right to profit can be separated.
How does this work exactly?
The STAK receives shares from the shareholder. The STAK, therefore, receives both the right to vote and the right to profit. The STAK then exchanges these shares for certificates. The certificate represents one share and only gives the right to profit. The STAK returns this certificate to the shareholder. The shareholder only has the right to profit and the right to vote that belongs to the share remains with the STAK.
When can you opt for a STAK?
When you have a B.V you will automatically become a shareholder of that B.V. If you have shares and you marry with community of goods, the shares are part of the estate. If you divorce, your ex-partner will receive half of those shares. By receiving that share, your ex-partner receive partial control of your enterprise and your partner has a right to profit. By opting for a STAK, you prevent your ex-partner from gaining control in your enterprise. Because you control the STAK, you also control the right to vote over those shares. Your ex-partner, therefore only has the right to profit as long as you are on the board of the foundation.