Privacy and protection structures

In the Netherlands lots of information about entrepreneurs and their business is publicly available for anyone, including criminals, competitors, clients and journalist. For instance annual accounts in many cases are available through the Dutch Chamber of Commerce. Real estate ownership can be obtained through the cadaster and the WOZ-waardeloket respectively. There are many other ways to obtain information through public means, including search engines.

As an entrepreneur you may wish to limit the exposure of yourself, your family members and of your belongings to the outside world. In addition, you may wish to protect assets legally from personal creditors.

The implementation of the UBO-register in the Netherlands in September 2020 has limited the possibilities for privacy in case of share/ownership interests exceeding 25%. However, the below fully legal structures are still widely used for more privacy and legal protection from personal creditors in family situations.

STAK-BV

Features

  • Legal protection from personal creditors because the STAK (Stichting Administratiekantoor, a Dutch foundation with specific features) will be the legal owner of the underlying assets and not the beneficiaries. The beneficiaries will receive depository receipts issued by the STAK and hence will become the economic owners of the underlying assets.
  • Beneficiary(ies) will be visible through the recently implemented UBO-register if his or her interest is more than 25%. Ownership by children will not be attributed to the parent(s), so minor age children also could qualify as a UBO in case of an interest exceeding 25%.
  • B.V. will be the company holding the foreign subsidiaries. Since a B.V. needs to publish financial statements, B.V.’s equity per year-end will be publicly visible (so not its profit and loss accounts, unless there are statutory audit requirements).

Prices setup and maintenance

  • For incorporation of a STAK and issuing depositary receipts: EUR 2,500. Annual maintenance fees: max EUR 250.
  • Incorporation B.V. within this setup for holding purposes: EUR 1,100. Maintenance fees for a typical holding amounts to EUR 1,990 annually. This includes bookkeeping and quarterly vat return filings, the preparation of an annual report, a publication report for filing with the Dutch Chamber of Commerce and the preparation of a Dutch corporate income tax return. This amount is furthermore based on in total max 100 incoming and outgoing euro denominated invoices and bank mutations. For more specific situations, please see our calculator on our prices page.
  • Registered address (mandatory for the STAK and the B.V.) as from EUR 39 monthly per entity.
  • For a suitable director (natural person), fixed fees are EUR 6,000 per year (for the STAK and the B.V together) and hourly fees vary between EUR 150-250.

Open-CV

An Open-CV (Open Commanditaire Vennootschap) is a partnership between a general partner (Dutch foundation) and a limited/silent partner. In family situations the limited partner often is a STAK.

Features

  • Legal protection from personal creditors because the partners (foundation and STAK) will be the legal owners of the underlying assets and not the beneficiaries. Beneficiaries will receive depository receipts issued by the STAK and hence will be the economic owners of the underlying assets.
  • Beneficiary(ies) will be visible through UBO-register if his or her interest is more than 25%. Ownership by children will not be attributed to the parent(s).
  • The Open-CV will be registered with the Dutch Chamber of Commerce, but is not required to publish financial statements.
  • A STAK is recommended as silent partner (instead of the beneficiaries themselves directly) due to its legal features in terms of protection but also for keeping control away from the other beneficiaries (i.e., family members).
  • For structuring and tax treaty protection purposes a separate B.V. is recommended to hold the foreign subsidiaries instead of the Open-CV directly.

Prices setup and maintenance

  • For establishment of an Open-CV with a foundation as general partner, a STAK as limited partner, issuing depositary receipts and drafting the Open-CV partnership agreement: EUR 6,000.
  • Annual maintenance fees foundation and STAK: in total max EUR 500.
  • Annual maintenance fees for Open-CV: EUR 1,740. This includes bookkeeping and quarterly vat return filings, the preparation of an annual report and the preparation of a Dutch corporate income tax return. This amount is furthermore based on in total max. 100 incoming and outgoing euro denominated invoices and bank mutations. For more specific situations, please see our prices page.
  • Maintenance fees for a typical holding B.V. amount to EUR 1,990 annually (see above for details).
  • Registered address (mandatory for foundation, STAK, Open-CV and B.V.) as from EUR 39 monthly per entity.
  • For a suitable Director (natural person), fixed fees are EUR 6,000 per year (for foundation, STAK, Open-CV and B.V. together) and hourly fees vary between EUR 150-250.

Open Mutual Fund

An Open Mutual Fund (Fonds voor Gemene Rekennig) is a collaboration between multiple participants that raise funds for joint investments.

Features

  • The Dutch tax authorities take the position that an Open Mutual Fund only can hold passive investments and not active companies. In addition, there should be at least another participant for at least 10% who cannot be minor children or spouse (if married in community of goods).
  • The Open Mutual Fund will not be registered with the Dutch Chamber of Commerce and is not required to publish financial statements.
  • Participants will be visible through UBO-register if his or her interest is more than 25%.

Finally, all amounts are based on our 2021 prices and exclusive of 21% vat.

Should you wish more information about the above for your specific situation and about how we can help, please book a meeting (by ZOOM or in our office) with one of our tax experts here.