STAK, Coop and N.V

The best investors are you stakeholders! They already have a stake in your success. Your customers, your employees, partners, distributors, franchisees, suppliers. If you agree then a STAK or Coop is likely the right setup.

In the Netherlands legal transfer of ownership is required to be done through a Notary deed for Limited Company shares.

The STAK,  Stichting Administratie Kantoor and the Coöperatie as legal entities enable legal transfer of ownership without the need for a Notary deed. The STAK exists to certify share to certificates of shares. In the case of a Coöperatie the equity consists out of membership rights. Both entities allow for profit sharing.

Stichting Administratiekantoor
A STAK is a Trust Office - a foundation which administers the Certificates in Shares of a Private/Limited Company. The STAK is the most commonly used legal entity if you want people to participate or invest in your company (B.V). Also if your plan is to setup an Employee Stock Ownership Plan or a Stakeholder/Customer Participation Plan then Administratively the issuance of certificates to employees or third parties in a STAK is relatively simple.

Once shares are certificated you can easily distribute the Certificates. As such holders and investors can profit in the value development of the shares and dividend distribution. Certificate holders generally speak as a single voice through the board of the STAK as a single shareholder in the General Meeting of shareholders. Most commonly the voting and meeting rights stay with the management of the STAK.

The Coöperatie (Cooperative) A Coöperatie is an entity managed and financed by members. Legally the Coöperatie is very flexibel. It is effectively a hybride between an association and a company or partnership.
Its mission and goals you can decide freely and as such there are multiple sorts of Coöperaties. The main consideration in relation to Eyevestor is whether the Coöperatie is an operating company or a multi-stakeholder Coöperatie, where you can access third parties to participate in the capital of the Coöperatie. By giving the possibility to allow to exit you make it possible to participate without the Coöperatie loses capital. Facilitating trading gives the opportunity for liquidity, with liquidity being crucial to get value recognised.

There are multiple forms of Coöperaties. The main differentiation we make at Eyevestor is recognising
what we call the Investor Coöperatie and the Werk Coöperatie. Whereby the Werk Coöperatie in fact is equal to the Operating Company and the Investor Coöperatie is equal to the STAK.

Coöperatie or STAK or an NV
Together, with our Notary, we happily discuss your situation and we can help you decide which entity type best suits your situation. We are happy either way.

The 'Naamloze Vennootschap (Public Limited Company) enables ownership transfer of shares without the Notary. Traditionally the NV shares are bearer shares. With Eyevestor also NV shares are registered.
The NV is the most widely used for large share ownership and effectively always used by exchange traded companies. Abroad you see NVs used more regularly then in the Netherlands, also when they are not exchange traded. The NV requires issued and paid-up capital of €45,000.

The table below we highlight the main differences and considerations of the legal entities available for (semi)public Eyeventures.

Ownership

STAK

Investor Coöperatie

Werk Coöperatie

N.V / (B.V)

Certificates of shares in a B.V or N.V

Membership right in a for profit association.

Membership right in a for profit association.

Bearer shares in a limited company. (B.V shares are always registered shares)

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Transfer of ownership

STAK

Investor Coöperatie

Werk Coöperatie

N.V / (B.V)

No notary deed required

No notary deed required

No notary deed required

No notary deed required (B.V notary deed required)

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Voting rights & Voting weighting

STAK

investor Coöperatie

Werk Coöperatie

N.V / (B.V)

Voting rights are standard to the board of the STAK and not to the certificateholders.

Option 1: 1 vote per Member
Option 2: X votes per Member per Member type
Option 3: X votes per Eyecon per Member type
Option 4: 1 vote per Eyecon

With option 4 there are two restriction possibilities you can additionally set.

1. max. voting right % per Member per Member type. 2. Group Member types - max. voting right % per group

Voting rights are inseparably linked to either:

Option 1: 1 vote per Member
Option 2: X votes per Member per Member type
Option 3: X votes per Eyecon per Member type
Option 4: 1 vote per Eyecon

With option 4 there are two restriction possibilities you can additionally set. 

1. max. voting right % per Member per Member type. 2. Group Member types - max. voting right % per group

Voting rights are inseparably linked to either:

Option 1: 1 vote per Member
Option 2: X votes per Member per Member type
Option 3: X votes per Eyecon per Member type
Option 4: 1 vote per Eyecon

With option 4 there are two restriction possibilities you can additionally set. 

1. max. voting right % per Member per Member type. 2. Group Member types - max. voting right % per group

Voting rights are inseparably linked to either:

Option 1: 1 vote per Member
Option 2: X votes per Member per Member type
Option 3: X votes per Eyecon per Member type
Option 4: 1 vote per Eyecon

With option 4 there are two restriction possibilities you can additionally set. 

1. max. voting right % per Member per Member type. 2. Group Member types - max. voting right % per group

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Meeting rights

STAK

Investor Coöperatie

Werk Coöperatie

N.V / (B.V)

Yes - in relation to the meeting of the STAK.

No – in relation to the the meeting of the limited / private company.

Yes - inseparable of the membership right.

Member type dependent can only get electronic access.

Yes - inseparable of the membership right. 

Member type dependent can only get electronic access.

Yes - inseparable from the share

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profit rights

STAK

Investor Coöperatie

Werk Coöperatie

N.V / (B.V)

Yes

Yes

Yes

Yes - inseparable from the share.

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value increase / decrease

STAK

Investor Coöperatie

Werk Coöperatie

N.V / (B.V)

Possible

Possible

Possible

Possible

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Personal liability

STAK

Investor Coöperatie

Werk Coöperatie

N.V / (B.V)

No

No

No

No

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Creation of entity

STAK

Investor Coöperatie

Werk Coöperatie

N.V / (B.V)

Through Notary

Through Notary

Through Notary

Through Notary

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Numbers of founders

STAK

Investor Coöperatie

Werk Coöperatie

N.V / (B.V)

At least 1

At least 2

At least 2

At least 1

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Buying & Selling

STAK

Investor Coöperatie

Werk Coöperatie

N.V / (B.V)

Private deed

Private deed

Private deed

Private deed. B.V Notary deed required

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Board

STAK

Investor Coöperatie

Werk Coöperatie

N.V / (B.V)

At least 1 board member

At least 1 board member

At least 1 board member

At least 1 board member

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Company Tax

STAK

Investor Coöperatie

Werk Coöperatie

N.V / (B.V)

Not applicable. - STAK does not represent an operating company

Not applicable - Investor Coöperatie does not represent an operating company

Eligible for company tax

Eligible for company tax

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New Issuance of Ownership rights

STAK

Investor Coöperatie

Werk Coöperatie

N.V / (B.V)

Through a board resolution and notary deed of issuance

Through a board resolution

Through a board resolution

Through a board resolution (bearer shares) and notary deed - deed of issuance (registered shares)

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Taxes - dividend Payment

STAK

investor Coöperatie

Werk Coöperatie

N.V / (B.V)

Dividend taxes applicable

Dividend taxes applicable

Dividend taxes exempt

Dividend taxes applicable

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substantial interest Exemption

STAK

Investor Coöperatie

Werk Coöperatie

N.V / (B.V)

 Yes

Yes

Yes

Yes

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Deductable profit

STAK

Investor Coöperatie

Werk Coöperatie

N.V / (B.V)

Yes

Yes

Yes - Member profit made by members can be deducted from the profit of the coöperatie

Yes

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Payroll taxes / Levy

STAK

Investor Coöperatie

Werk Coöperatie

N.V / (B.V)

Not applicable

Not applicable

Salary staff. Situation dependent

Salary staff.

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Equity Capital Requirement

STAK

investor Coöperatie

Werk Coöperatie

N.V /(B.V)

 €0,01

€ 0,00

€ 0,00

€ 45,000

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Setup a Stak, Coop of N.V or amend statutes?

With Notary Schut van de Ven we designed model statutes to facilitate efficient setup on Eyevestor. This is represented in the related charges. Schut van Ven their General Conditions are applicable (in Dutch). If you have questions please contact us.

Are you ready to setup a Coöperatie then please complete this form (Dutch) to provide the content to create the statutes.

Are you ready to setup a STAK then please complete this form (Dutch) to provide the content to create the statutes.

To set the STAK or Coop up we will also need copies of passports / identity cards of the founders and the board of directors. Once you have collected these you can complete this form. (Dutch)

Activities

National

International

Creation Stichting Administratiekantoor ("STAK" incl. administrative conditions

€ 797

-

Amendments to existing statutes and administrative conditions

€ 997

-

Issuance of shares to STAK - one shareholder

€ 497

€ 597

Issuance of shares to STAK - two shareholders

€597**

€ 697

Transfer of shares to STAK - one seller

€ 597

€ 697

Transfer of shares to STAK - two sellers

€ 697**

€ 797

B.V setup in combination with STAK as only shareholder

€ 497

-

* The Eyevestor model statutes and conditions are developed in cooperation with Schut van de Ven Notaries. Amounts quoted are excl. BTW (VAT) and Notary expenses. Notary expenses are additional charges the notary makes to execute his activity. Examples are charges for subscription to the KVK (Chamber of Commerce).

** Charges table is limited to entities with a maximum of two shareholders. In the case there are more shareholder it is dependent of the number of shareholders and whether they are Dutch of foreign individuals or entities.

Note: Eyevestor has no commercial gain in relation to the quoted charges.

We took into consideration that the Coöperatie is founded by two founders; the registers are up to date (original shareholderregister and, in case applicable, the certificate holders register c.q the members register. The title research are in order (the deeds related to the selling shareholder(s) where they received their shares; the shares in the the concerned company are not subject to a reservation of title in favour of a creditor; and there are no additional documents required to an existing shareholder agreement or specific internal approval requirements of specific shareholders/bodies.

Activities

National

International

Creation Coöperatie ("Coop")

€ 797

-

Amendments of existing statutes and administrative conditions

€ 997

-

Issuance shares to Coop  - one shareholder

€ 497

€ 597

Issuance shares to Coop - two shareholders

€597**

€ 697

Transfer of shares to Coop - one seller

€ 597

€ 697

Transfer of shares to Coop - two sellers

€ 697**

€ 797

B.V setup in combination with Cooperative as sole shareholder

€ 497

-

* The Eyevestor model statutes and conditions are developed in cooperation with Schut van de Ven Notaries. Amounts quoted are excl. BTW (VAT) and Notary expenses. Notary expenses are additional charges the notary makes to execute his activity. Examples are charges for subscription to the KVK (Chamber of Commerce).

** Charges table is limited to entities with a maximum of two shareholders. In the case there are more shareholder it is dependent of the number of shareholders and whether they are Dutch of foreign individuals or entities.

Note: Eyevestor has no commercial gain in relation to the quoted charges.

We took into consideration that the Coöperatie is founded by two founders; the registers are up to date (original shareholderregister and, in case applicable, the certificate holders register c.q the members register. The title research are in order (the deeds related to the selling shareholder(s) where they received their shares; the shares in the the concerned company are not subject to a reservation of title in favour of a creditor; and there are no additional documents required to an existing shareholder agreement or specific internal approval requirements of specific shareholders/bodies.

One-off charge by Eyevestor for assistance with the setup of the chosen entity

When applicable. The support and assistance to setting up a STAK, Cooperative or N.V. More can be found in the STAK & COOP page.

Private

€300

Essential

€300

Professional

€150

Enterprise

included