A founder spreads the latest dividend forecast across the kitchen table. Two adult children will receive part of the family company. They should share in its future value. The founder, however, is not ready to give up the final vote on directors, investment or a possible sale.
The first idea sounds simple: issue shares without voting rights and keep running the business as before. Dutch company law gives a BV room to do that. Book 2 of the Dutch Civil Code allows different share classes, non-voting shares, limited voting rights and class-specific powers.
A BV can also separate economic entitlement from voting control through certification by a stichting administratiekantoor, usually called a STAK. It does not need to become an NV simply to redesign voting rights.
That flexibility has practical value. It also changes the company’s control map. The question is not only who receives dividends. It is who can appoint directors, approve major decisions, influence a sale and act when family interests or market conditions diverge.
Freedom has legal edges
A BV may designate a class of shares as non-voting in its articles. Those shares must still participate in profits or reserves. The articles may also create shares with limited or no profit rights while retaining voting power.
Each arrangement belongs in the articles. A shareholder agreement may add practical commitments, but it cannot replace provisions that the law requires the articles to contain. That distinction matters when a dispute reaches a notary, court, lender or buyer.
Existing rights matter as much as new ambitions. An amendment that specifically harms the rights attached to a share class may require approval from that group. Changing voting arrangements can also require unanimity when the entire issued capital is represented. Amendments to the articles require a general meeting resolution and a notarial deed.
The current articles deserve attention before anyone draws the desired future structure. A founder may see a gradual handover. One child may see permanent exclusion from decisions. An outside investor may discover that a promised influence right never entered the articles.
Good intentions rarely repair weak legal architecture after family relationships have cooled. The company needs to decide where control sits while the people involved can still discuss it plainly.
A STAK creates another boardroom
Certification can offer an elegant structure. The STAK holds the shares and exercises their voting rights. Certificate holders receive the economic returns. Families use the arrangement for succession, companies for employee participation and wider ownership groups for continuity.
Control does not disappear in a STAK. It moves. The important questions become who appoints and removes the STAK directors, how they make decisions, what the administration conditions say and what influence certificate holders retain outside the formal vote.
This creates a two-board governance issue. The BV has directors, shareholders and articles. The STAK has its own board, articles and administration conditions. Those documents need to describe responsibility and authority in the same practical language.
Return to the kitchen table. If the founder controls the STAK board, the children may receive dividends without meaningful influence over the company. That may be the intended arrangement today. It still needs to account for death, incapacity, a sale proposal or open conflict.
Governance should survive the person who designed it. A family structure becomes credible when it still works on the first difficult day, not only at the signing table.
The records must agree
The notarial deed is decisive, but the work continues after signature. KVK states that the BV board remains responsible for an accurate shareholders’ register. The register records ownership, share numbers, special arrangements and the dates of amendments to the articles. Certification also belongs in that record.
An amendment to the articles or a capital change may require a Trade Register notification supported by notarial documents. An ordinary share transfer does not automatically mean that every change in the shareholder structure requires a Trade Register filing. The company must also reconsider its UBO registration.
For a BV or NV, a natural person may qualify as a UBO through more than 25 per cent of shares, voting rights or economic interest. Factual control also matters. A change in voting rights can therefore alter the UBO picture without anyone receiving additional shares.
In a STAK structure, the relevant record may include the STAK articles, administration conditions and certificate-holder agreement. Formal votes, economic benefits and actual influence form one control picture.
The governance test is simple: can the directors explain the structure without contradicting their own documents? The articles, shareholders’ register, STAK records, UBO registration and board decisions should show one coherent allocation of ownership and power.
If they tell different stories, the problem is more than untidy administration. It can weaken confidence when a bank considers finance, a buyer starts due diligence, a notary prepares a transaction or a tax adviser asks who truly controls the company.
Tax follows the rights
Voting rights also meet tax thresholds. For 2026 income tax, an individual generally has a substantial interest from a direct or indirect holding of at least 5 per cent, including 5 per cent in a particular share class. Dividends and gains on disposal can then be taxable benefits from that substantial interest.
For corporate income tax, the participation exemption generally begins at least 5 per cent of nominal paid-up capital, subject to further conditions. A fiscal unity has stricter requirements, including at least 95 per cent of shares, profit entitlement, assets and voting rights in the subsidiary.
Labels do not settle those questions. Calling an instrument an A share, family share or certificate does not determine its tax treatment. The attached legal rights, the transaction sequence, the holders and the economic connection carry more weight.
The Belastingdienst has recognised that certificates can be treated as shares when they remain sufficiently identifiable with the underlying shares. That principle is not a universal answer for every tax regime or structure. The articles, administration conditions and transaction facts still matter.
Before a voting redesign, the company needs a clear picture of its articles, ownership percentages, voting powers and tax positions. Afterwards, the deed, registers, UBO data, valuations and bookkeeping should reflect the transaction that took place.
That is not paperwork for its own sake. It is how a company stops yesterday’s succession solution from becoming tomorrow’s family dispute, financing delay or tax problem.
The founder may still choose non-voting shares or a STAK. Both can make sense. The better question is whether the company can explain who receives the value, who carries responsibility and who holds the final word when agreement ends.
Want to check whether your voting rights, company records and tax position match?
The data, sourcing, and analysis behind this article were conducted by Paolo Maria Pavan. AI was not used to identify sources, build the factual basis, or produce the analytical judgment contained here. AI was used only as a drafting aid. The final English text was personally reviewed, edited, and approved by Paolo Maria Pavan before publication.
