Company forms
Stichting in the Netherlands: Foundation and STAK Set-Up from Abroad
A Dutch foundation, or a STAK above your BV: articles settled first, the deed executed by a notaris, KVK and UBO registration within the statutory week.
- No minimum starting capital
- KVK fee 2026: EUR 85.15
- Founder abroad: a written power of attorney is enough (art. 2:286 lid 2 BW)
A Dutch foundation, set up from abroad
A stichting (foundation) is a legal person with no members that pursues the object in its articles with assets dedicated to it (art. 2:285 BW). Nobody owns it, and it may not distribute to its founders or board members. Among the Dutch business structures, it is the one without owners.
We set foundations up for founders and companies abroad: a legal person, such as a BV, may be the founder. Unlike a company with shareholders (our Dutch NV service forms one), a foundation has none. A STAK is a foundation that holds the shares of a BV.
What's included
From the first draft of the articles to the yearly filings.
Articles scoped with you
The five mandatory items of art. 2:286 lid 4 BW settled first, then your choices on directors' pay, a supervisory board and dealing in real estate.
The notary's file
The deed drafted in Dutch by your notaris, the identification and Wwft documents assembled, and a written power of attorney if you do not attend (art. 2:286 lid 2 BW).
STAK set-up
The certification deed and the conditions of administration beside the foundation deed, and whether certificate holders get meeting rights (art. 2:227 lid 2 BW).
Registration followed through
KVK and UBO entries, usually filed by the notary within one week of the deed (art. 20 Hrw 2007); the UBO analysis checked; the tax letter and any VAT numbers followed up.
ANBI application
The articles checked against art. 1a Uitvoeringsregeling AWR 1994 before the deed, then the application prepared. The Belastingdienst inspector decides.
Running it
Bookkeeping, the annual balance sheet and statement of income and expenditure (art. 2:10 BW), corporate income tax returns where a business is run, KVK and UBO changes.
Where our work stops
The notary executes the deed and sets its fee. A board seat, a general power of attorney, or our address plus bookkeeping, tax or legal work are DNB-licensed trust services under the Wtt 2018 (art. 1 and 3): never offered.
Foundation, STAK or ANBI: which one you need
Three vehicles under Book 2 BW, and one case for a company instead.
A plain foundation
An object, a board and no members, with no minimum starting capital. It may run a business, registered with it in the Handelsregister (art. 5 and 6 Hrw 2007).
A STAK above your BV
Votes stay with the STAK board; profit goes to the certificate holders. Certificates move without a notary, unlike the shares in our Dutch BV overview (art. 2:196 lid 1 BW). The BV below may be a dutch holding company.
A public-benefit foundation (ANBI)
An object serving the public benefit exclusively or almost exclusively (art. 5b lid 1 AWR), with the conditions of art. 1a Uitvoeringsregeling AWR 1994 written into the articles before the deed.
A company with shares instead
Where the plan needs shareholders, the form is a BV, new or existing. For an existing one we assist the buyer in the notarial share transfer, as the detailed ready-made companies page sets out.
How the set-up works
Eight steps; only steps 5 and 6 run on an official clock.
Statutory or official timeNo official time
- ScopingYou and usNo official time
- Notary engagedThe notaris drafts in DutchNo official time
- IdentificationFounder, directors and UBOsBefore the deed
- The deedThe notary; a STAK takes three deedsNo official time
- KVK and UBO registrationUsually the notaryWithin one week of the deed (art. 20 Hrw 2007) Until then, every director jointly and severally liable (art. 2:289 lid 2 BW)
- KVK number and tax letterThe KVK and the BelastingdienstEUR 85.15 invoice payable within four weeks when a notary files Tax letter within 2 weeks
- eHerkenning and a bankThe supplier and the bank or EMINo official time
- ANBI application, if wantedThe inspector decidesNo statutory period found
Scoping
Foundation or STAK, the articles' choices, and the ANBI conditions, if wanted.
Notary engaged
The notaris drafts the deed and articles in Dutch (art. 2:286 lid 2 BW); the English online deed (art. 2:175a BW) is for the BV only.
Identification
Wwft checks on the founder, every director and the UBOs; an absent founder signs a written power of attorney.
The deed
The foundation exists from execution. A STAK takes three deeds: incorporation, certification of the BV's shares, conditions of administration.
KVK and UBO registration
Usually filed by the notary, within one week of the deed (art. 20 Hrw 2007); until then every director is jointly and severally liable (art. 2:289 lid 2 BW).
KVK number and tax letter
An invoice for EUR 85.15, due within four weeks when a notary files; then the tax letter, with VAT numbers if the foundation is an entrepreneur (kvk.nl).
eHerkenning and a bank
eHerkenning (a fee applies) opens Mijn Belastingdienst Zakelijk. The account is a bank's or EMI's decision, not a condition of the foundation's existence.
ANBI application, if wanted
Dutch form, or the Dutch-and-English form for a foreign seat; the inspector decides by appealable decision (art. 5b lid 6 AWR).
Not sure whether you need a foundation or a STAK?
Tell us what the foundation is for and who will sit on its board; we reply with the conditions, the deeds and the state costs.
What the articles must settle
Five items are mandatory under art. 2:286 lid 4 BW, and the rest decide who controls the board. The wider Book 2 rules are in the Dutch company law guide.
- A name containing the word stichting (art. 2:286 lid 4 sub a BW)
- The object; no distributions to founders or board members (art. 2:285 lid 3 BW)
- How directors and any supervisory directors are appointed and dismissed (lid 4 sub c)
- A Dutch municipality as seat; if none, the notary's office decides (art. 2:287 BW)
- Where a liquidation surplus goes; for an ANBI, to another ANBI (lid 4 sub e)
- Without a dismissal power, only the court dismisses a director (art. 2:298 lid 1 BW)
- Directors' pay, if any (art. 2:291 lid 7 BW); an ANBI pays expenses and a modest fee
- No director outvotes the rest together; rules for absence and conflicts (art. 2:291 lid 4 to 6)
- An optional supervisory board, natural persons only (art. 2:292a lid 1 BW)
- Real estate, guarantees and amendment only where the articles allow (art. 2:291 lid 2, 2:293 BW)
Stichting requirements, fees and deadlines in 2026
What the Dutch state charges and what the foundation owes; our own fee is on request.
State fees, deadlines and tests for a Dutch foundation in 2026, from the statute in each row, kvk.nl and business.gov.nl, checked on 4 October 2026.
| Item | Rule or figure | Source and year |
|---|---|---|
| Owners and members | None; no distributions to founders or board members | Art. 2:285 lid 1 and 3 BW |
| Starting capital | No minimum | business.gov.nl, 2026 |
| Deed | Notarial deed in Dutch, no English route; a written power of attorney for a founder who does not attend | Art. 2:286 lid 1 and 2 BW |
| Notary's fee (private, not a tariff) | Official indication EUR 500 to EUR 1,500 for a plain foundation; STAK deed rates are not fixed | business.gov.nl and kvk.nl, 2026 |
| KVK registration fee | EUR 85.15 one-off, the same for every legal form, VAT-exempt, payable within four weeks when a notary files | Art. 5 Financiële regeling handelsregister 2019, in force 1 July 2026; art. 1 lid 2 and art. 3 lid 2 Financieel besluit handelsregister 2014 |
| Registration and changes | First registration within one week of the deed, every change within one week; directors jointly liable until registered | Art. 20 Hrw 2007; art. 2:289 lid 2 BW |
| UBO | More than 25 percent of the ownership interest or of the votes on amending the articles, or actual control; failing that, every director; changes within 7 days; fine up to EUR 27,500 (2026) | Art. 3 lid 1 sub c Uitvoeringsbesluit Wwft 2018; business.gov.nl; art. 47b Hrw 2007; art. 23 lid 4 Sr |
| Corporate income tax | Only in so far as a business is run; exempt up to EUR 15,000 a year or EUR 75,000 over five years; above that 19 percent up to EUR 200,000 and 25.8 percent above (2026) | Art. 2 lid 8, art. 6 lid 1, art. 22 Wet Vpb 1969 |
| VAT | Due if the Belastingdienst treats the foundation as an entrepreneur; VAT numbers after registration | business.gov.nl and kvk.nl, 2026 |
| Records and accounts | Balance sheet and statement of income and expenditure within six months, records kept seven years; public accounts at turnover of at least EUR 7.5 million in 2 consecutive years | Art. 2:10 lid 2 and 3, art. 2:360 lid 3 BW; business.gov.nl, 2026 |
Documents you will need
Whether any document needs legalisation or a sworn translation is the notary's decision.
- Passport or identity card and proof of address: founder, every director, every UBO
- For a founding company: its register extract and its articles
- A written power of attorney if the founder does not attend the deed
- The object, and a name containing the word stichting
- The Dutch municipality for the seat
- The board rules settled in the articles checklist above
- UBO facts: over 25 percent of ownership or of votes on the articles, or control
- The destination of any liquidation surplus
- For a STAK: the BV's articles, shareholders' register, shares to certify, terms of administration
- For an ANBI: a policy plan and the remuneration policy
Problems we solve
- "A foundation pays no tax"
Taxed in so far as it runs a business, competing activity included (art. 2 lid 8 and art. 4 Wet Vpb); exempt up to EUR 15,000 a year or EUR 75,000 over five. We test the activities before the deed.
- "A STAK keeps my name off the register"
The UBO analysis looks through the STAK's articles, terms and agreements (art. 3 Uitvoeringsbesluit Wwft 2018). UBO data are not public (art. 22a Hrw 2007), but they are registered: see our UBO register overview.
- A founder who lost the board
If the articles are silent, only the court dismisses or appoints directors (art. 2:298 and 2:299 BW). We write the dismissal power in at step 1 (art. 2:286 lid 4 sub c BW).
- A registration filed late
Until the foundation is registered, every director is personally and jointly liable for acts that bind it (art. 2:289 lid 2 BW). We follow the notary's filing inside the one-week deadline.
- Family assets in a foundation
Attribution rules exist for separated private assets in a foundation. They need separate tax advice in the Netherlands, which this page does not give.
Setting up a foundation with a board in several countries?
The notary identifies every founder, director and UBO before the deed; we assemble that file and the founder's written power of attorney.
Why work with us
The articles scoped against the five mandatory items before the notary drafts; the identification file assembled; the UBO analysis checked against the statute; the KVK and tax letters followed; the ANBI application prepared where the object allows.
Joost van Leeuwen, company formation and company law lead, Amsterdam: eleven years on Dutch company files; Dutch, English, German.
Frequently Asked Questions
Can a foreigner, or a foreign company, set up a Dutch foundation without coming to the Netherlands?
Yes. A founder who does not attend the deed grants a written power of attorney (art. 2:286 lid 2 BW), and a legal person, such as a company, may be the founder. The deed is executed in Dutch, and the notary first identifies the founder, every director and the ultimate beneficial owners under the Wwft.
Who owns a Dutch foundation, and who is registered as its UBO?
Nobody owns a foundation: it has no shareholders and no members (art. 2:285 BW). Its UBO is whoever holds more than 25 percent of the ownership interest or of the votes on amending the articles, or has actual control; if nobody does, every director is registered (art. 3 Uitvoeringsbesluit Wwft 2018).
Can a founder remove board members in a stichting?
Only if the articles give the founder that power (art. 2:286 lid 4 sub c BW). Otherwise the court dismisses a director for neglect of duty or other weighty reasons, on request of an interested party or the public prosecutor (art. 2:298 BW), and that person cannot be a foundation director for five years.
Can the founder be a director of the foundation, and can directors be paid?
Yes. A founder may sit on the board, and directors may be paid if the articles provide for it (art. 2:291 lid 7 BW), within the ban on distributions to founders and board members. An ANBI pays its policy-makers only expenses and a modest attendance fee, and an ANBI without a supervisory board may not employ a director.
Does a Dutch foundation pay corporate income tax?
Only in so far as it carries on a business, competing activity included (art. 2 lid 8 and art. 4 Wet Vpb). It is exempt for a year with profit not above EUR 15,000, or EUR 75,000 over that year and the four before; otherwise 19 percent up to EUR 200,000 and 25.8 percent above in 2026.
Can a STAK keep the owner of a BV out of the UBO register?
No. Before the UBOs are registered, the STAK's articles, its terms of administration and any agreement with certificate holders are examined and control is assessed. UBO data are not public (art. 22a Hrw 2007), but they are recorded in the register and kept for ten years after deregistration (art. 51c Hrb 2008).
Can you act as director of my foundation or STAK?
No. Acting as director of a legal person for a client is a trust service that needs a licence from De Nederlandsche Bank (art. 1 Wtt 2018), and so is acting under a general power of attorney. You bring your own board; we set up the foundation and handle the filings, bookkeeping and returns.
What does the state charge to register a foundation, and how long does it take?
The KVK charges a one-off fee of EUR 85.15 in 2026 (art. 5 Financiële regeling handelsregister 2019). The official indication for the notary is EUR 500 to EUR 1,500; STAK deed rates are not fixed. Registration is due within one week of the deed and the tax letter follows within 2 weeks. Our fee is on request.
Does a foundation need starting capital?
No. A Dutch foundation needs no minimum starting capital. Its assets are dedicated to the object in its articles, and it may not distribute to its founders or to the members of its organs. At the start the state charges the KVK registration fee, and each notary sets their own fee for the deed.
Does a foundation have to file annual accounts?
Every foundation keeps records and draws up a balance sheet and a statement of income and expenditure within six months of year end (art. 2:10 BW). Public filing applies to a foundation running a business with turnover of at least EUR 7.5 million in 2 consecutive years (art. 2:360 lid 3 BW).
What is a Dutch stichting, and what is a stichting in English?
Stichting is Dutch for foundation: a legal person with no members that pursues the object in its articles with assets dedicated to that object (art. 2:285 BW). The KVK describes it as directly comparable to a foundation in other countries. It is formed by notarial deed, in Dutch.
What is a STAK, and why would a BV owner use one?
A STAK, stichting administratiekantoor, is a foundation that manages the shares of a BV. The voting rights stay with the STAK board, while the certificate holders receive the profit. It takes three notarial deeds, after which the certificates transfer without a notary, unlike BV shares, which need a notarial deed.
What is an ANBI, and how does a foundation get the status?
An ANBI is a public benefit organisation that serves the public benefit exclusively or almost exclusively (art. 5b AWR). The inspector designates it on request if it meets the conditions of art. 1a Uitvoeringsregeling AWR 1994, such as a policy plan and limited pay for its policy-makers. The application is made on the Belastingdienst form.
Can the articles of a foundation be changed later?
Only if the articles themselves allow amendment, and only by notarial deed on pain of nullity (art. 2:293 BW). If they do not, the court can amend them on request of a founder, the board or the public prosecutor (art. 2:294 BW). The change is then registered with the KVK within one week.
What happens if the foundation is not registered after the deed?
Until the first registration and the deposit of the deed are made, every director is jointly and severally liable, next to the foundation, for acts that bind it (art. 2:289 lid 2 BW). The registration is due within one week of the deed (art. 20 Hrw 2007), and the notary usually files it.
Request a foundation set-up plan
Tell us the object and the board; we confirm foundation or STAK, the choices for the articles and the documents the notary needs.