STAK explained: Dutch depositary receipts

Many Dutch startups hold their shares in a STAK and give employees 'depositary receipts'. You get the economic value of shares, the foundation keeps the votes. Here's how it works.

What a STAK is

A STAK ('stichting administratiekantoor') is a Dutch foundation that holds a company's shares and issues depositary receipts (certificaten) to employees. The receipts track the shares' economic value — dividends and exit proceeds flow to you — while the foundation retains the voting rights. It keeps the cap table clean and simplifies employee participation.

What you actually hold

You hold receipts, not shares directly. Economically you're exposed to the company's value, but you don't vote. Whether and how you can sell depends entirely on the STAK's administrative conditions — the rules the foundation sets for transferring receipts.

Check the STAK terms: they govern transfer restrictions, any ROFR, and what happens when you leave — the practical answer to whether you can sell.

Tax and leaving

Dutch tax treatment depends on how the receipts and any options were structured and when value is taxed. Good-leaver and bad-leaver provisions in the STAK conditions can affect what you keep on departure. Confirm your specific situation with the Belastingdienst or an adviser.

Getting liquidity

Because receipts track real shares, liquidity is possible through a company tender, an approved buyer of receipts, or an exit — all within the STAK's rules. See liquidity in Europe.

Frequently asked questions

Can I sell my STAK depositary receipts?

Potentially, but only under the STAK's administrative conditions, which set any transfer restrictions, rights of first refusal and leaver rules. Because the receipts track real shares, a sale through a tender, an approved buyer or at an exit is possible — but the foundation's rules govern how.

What's the difference between a share and a depositary receipt?

A depositary receipt gives you the economic value of a share — dividends and exit proceeds — but not the voting rights, which the STAK foundation keeps. It's a way to give employees economic ownership while keeping voting control consolidated.

Why do Dutch companies use a STAK?

To simplify the cap table and employee participation: the foundation holds the shares and votes, while many employees hold receipts. It avoids adding dozens of individual shareholders and keeps governance streamlined, while still giving staff the economic upside.

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