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Open a Dutch Foundation (Stichting)

Open a Dutch Foundation (Stichting)

Also known as charitable organizations or non-governmental organizationsDutch foundations (stichting) are regulated by the Civil Code and not by the Company Act. Our Dutch company formation consultants are at your disposal with professional services related to creating  foundations and also can offer more information on the legislation applicable to foundation in the Netherlands

 Quick Facts  
 Applicable law

Civil Code

Main uses

– charity,

– special purpose vehicle (SPV),

– holding company

Forms it can take

– association,

– trust,

– family foundation,

– charitable organization

Documents required for creation

– establishment deed created by a civil notary,

– Articles of Association

Trade Register incorporation required (YES/NO)

Yes

Share capital required (YES/NO) 

No

Director requirements (YES/NO)

No, however, it must have a board of directors and a supervisory board

Foreign participation possibility (YES/NO) Yes, the founders can be foreign citizens or companies
Taxes to be paid

The corporate tax when operating as a business

Tax benefits

Inheritance and gift tax exemptions

Possibility to be created by natural persons (YES/NO)   Yes, the Dutch foundation is available for establishment by natural persons.

 Possibility to be created by companies (YES/NO)

 Yes, companies, such as Dutch BVs, can set up foundations.

 Dutch legal address required (YES/NO)

 Yes, when created in the Netherlands, the foundation must have a legal address.

 Activities permitted

 – charity;

– social causes;

– cultural activities;

– preservation of nature, etc.

 Applicable restrictions (if any)

 Yes, the foundation cannot have shareholders and cannot issue shares.

 Assets to be held in a Dutch foundation

– real estate;

– money;

– movable assets;

– jewelry, etc.

 Possibility to hire personnel (YES/NO)

 Yes, foundations can hire employees.

 Social security contribution registration requirements (if applicable)

 When hiring employees, the foundation must register for social security purposes.

 Possibility to use a foundation for tax minimization purposes (YES/NO)

 Yes, the Dutch foundation can be used as a tax minimization vehicle.

 Requirement to open a local bank account (YES/NO)  The foundation must set up a bank account in the Netherlands when completing commercial activities.
 Specific accounting requirements (if any)

 Yes, foundations must file reports with the Trade Register if its annual revenue is more than EUR 6 million for 2 consecutive years.

 Timeframe for creation (approx.)

 Approx. 5 business days

 Conditions to terminate a Dutch foundation

 A foundation can be terminated upon liquidating its debts if it has any.

 Travel requirements for setting up a foundation YES/NO)

 No, it is not necessary for the founders to travel to the Netherlands to create a foundation.

 Foundation setup services availability (YES/NO)  Yes, you can rely on our local consultants for setting up a foundation in the Netherlands.

Setting up a foundation (stichting) in the Netherlands         

Setting up a foundation in the Netherlands, namedstichting in Dutch,  is quite simple, considering no special approvals or licenses are required.The private foundation in the Netherlands is one of the most common types chosen by the foreign investors. 

Foreigners who want to create foundations in the Netherlands must prepare a set of documents which must be notarized. These are the formation deed and the articles of association.

While the deed of formation represents the memorandum and establishes the creation of the organization, the Articles of Association will determine the activities and the management of the Dutch stichting. An important aspect to keep in mind is that the Articles of Association must be in Dutch when setting up a foundation in the Netherlands.

The documents through which the Dutch foundation is registered must contain the following information:

  • the name of the foundation;
  • information about the assets;
  • the purpose of the foundation;
  • information about the managers or directors;
  • the local address of the foundation.

Our company registration advisors in the Netherlands can offer more information on the characteristics of a Dutch stichting. 

You can also rely on us if you need company registration services in the Netherlands, including incorporation of a STAK in the Netherlands.

The main features of foundations in the Netherlands

There are several types of structures which can be opened in the Netherlands, just like in all other European countries. However, the Netherlands is known for the advantages offered to those who open foundations (Dutch stichting) here. Even if the resemblance with other types of Dutch companies is important, foundations or “stichting” have no members.

The Dutch stichting is required to have a share capital in certain circumstances, case in which they are allowed to carry out commercial undertakings, however, the profits resulted from these undertakings have restrictions when it comes to their use. Only foundations registered with the Trade Registrar in the Netherlands are allowed to conduct commercial activities.

Foundations can also be registered as special purpose enterprises (SPEs) or holding companies in the Netherlands.

Dutch foundations are often compared to private limited liability companies (BVs), especially when set up for tax minimization reasons. Even if they can be created as special purpose vehicles or holding companies, there are significant differences between foundations and BV companies created for the same reason.

When opening a Dutch foundation, one should know that:

  • not having any shareholders, the foundation cannot have shares either, therefore it cannot distribute profits;
  • even if it can be used for various purposes, there is one type of foundation which can be created;
  • a Dutch foundation can have a board of directors, but the board cannot be made of members who also work at the foundation;
  • it can be established by natural persons, but also by other companies, including other Dutch BVs;
  • there are no minimum share capital requirements for creating a foundation in the Netherlands.

Stichting in the Netherlands can hold shares in other Dutch companies, therefore can act as shareholders in other business entities. Moreover, the Dutch foundation can hold shares in foreign companies.

Forms of the Dutch stichting

foundation can take the following forms:

  • private foundation in the Netherlands;
  • family foundation;
  • an association;
  • a charitable organization;
  • trust.

It should be noted that the association can take the form of an association with full legal capacity or that of an association with a limited capacity.

Our company formation consultants can explain the forms of the stichting in the Netherlands and help you open a private foundation in the Netherlands or other types. 

The management of a foundation in the Netherlands

A foundationnamedstichting in Dutch, has a board, however, it does not have stockholders nor members. As a consequence, there is no requirement for a membership general meeting. The statutes must specify the appointment of a supervisory board if one chooses to do so. The directors’ board is overseen by a supervisory board.

A foundation’s goal could not be the same as that of a charity. A Dutch stichting could include, for instance, clubs, media outlets, hospitals, museums, healthcare facilities, and others.

The entire board has the authority to sign. This means that members may draft legal documents or carry out specific legal actions on behalf of the Dutch foundation, such as reporting a change in the Business Register, either jointly or individually. The articles of association contain a description of these agreements. The board also has the option to designate another person with power of attorney.

If you want to create a private foundation in the Netherlands, you can rely on our local specialists who can guide you on the management requirements for such an entity.

How to create a family foundation in the Netherlands

Even if it can be used for commercial purposes, the foundation can also be created for wealth management purposes as in other countries. The family foundation in the Netherlands is the most appropriate wealth management solution for high net worth individuals relocating to the Netherlands.

One needs to have the deed of incorporation drafted and notarized by a Dutch public notary. The family foundation in the Netherlands is similar to trusts in other countries. However, in the case of a Dutch foundation, a settlor and the beneficiaries are the main participants.

It is important to know that in the case of a family foundation in the Netherlands, the assets cannot be distributed to companies or other legal entities, but only among family members. These types of foundations can also be created as charities.

Setting up a charity in the Netherlands

The foundation can be created as a charity in the Netherlands, however, it is advised for such a structure to take the status of an ANBI or Algemeen Nut Beogende Instelling which will enable it to benefit from many tax advantages. In order to obtain the ANBI status, a foundation must perform charity works in a percentage of 90.

For this, the foundation will benefit from exemptions from the inheritance and gift taxes, but also from refunds on the energy tax.

Several tax benefits are also available for the founders of the charity, meaning they can deduct donations from the personal income or corporate income tax. This makes the Netherlands very appealing for creating foundations for charitable purposes.

You can rely on us if you plan on setting up such a foundation in the Netherlands. We also offer a wide range of accounting services to those interested in minimizing the taxed paid in this country.

We also invite you to read about the creation of Dutch foundations (stichting) in the scheme below:

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How to create a foundation as an SPV in the Netherlands

Another use of the Dutch foundation is that of a special purpose vehicle or SPV. Under the Dutch legislation, a foundation can undertake certain activities under which they can earn profits, however, the money can be spent on specific activities, such as employment and to cover other costs generated by the foundation.

The foundation created as an SPV can also deduct some of the taxes which need to be paid in the Netherlands.

Setting up a foundation in the Netherlands and the costs associated

One of advantages in terms of costs is that there is no minimum amount of money required to form a foundation in the Netherlands. The registration with the Business Register is subject to a fee that is paid once. However, the following should also be considered:

  • the notary fees for the creation and notarization of the foundation deed;
  • the annual administrative fees.

An important aspect to consider is that a Dutch stichting must submit annual reports to the Trade Registrar if its yearly revenue exceeds €6 million for 2 years.

Setting up a private foundation in the Netherlands is not only simple to create, but also to administer, which is why it is often chosen by many foreigners.

Should you want to open a company in the Netherlands, our local agents also offer such services.

Hiring employees in a Dutch foundation

foundation in the Netherlands is allowed to hire personnel. This implies for it to pay the associated payroll taxes and social security contributions. For this purpose, it is required to register as an employer with the Dutch Tax and Customs Administration. Additionally, the foundation also needs to inform the Chamber of Commerce on this aspect.  Members can also work for the Dutch stichting.

Obtaining the Public Benefit Organization status

Dutch foundations can also apply for the Public Benefit Organization – Algemeen Nut Beogende Instelling (ANBI) or Sociale Belang Behartende Instelling (SBBI) status which comes with certain tax advantages.

Although the SBBI designation is simpler to get, the ANBI status is the best known charitable status. Contributions to ANBIs are tax-deductible for both personal and business purposes. An exemption from inheritance and donation tax, transfer tax, and a decrease in energy tax may be available to ANBIs under certain circumstances. At least 90% of the public interest must be served by the institution’s operations. Additionally, it must operate in accordance with the articles of association.

If you want to create a private foundation in the Netherlands and apply for any of these statuses, you can rely on our agents.

Dutch foundations as tax minimization vehicles

Those who want to open foundations with the purpose of carrying out a commercial activity should know that the entity will be subject to the corporate tax.

When created as a special purpose vehicle, the Dutch foundation can be registered as a holding company. This way the settlors will benefit from enhanced protection when it comes to their investments.

When registered as non-profit or charitable organizations, foundations may own other companies, case in which corporate tax reductions are available for the settlors.

Foundations created as special purpose vehicles are allowed to receive funds from third parties without paying any withholding taxes on interest payments.

Dutch stichting registered as limited liability company can further benefit from exemptions from the corporate tax and the withholding tax on dividends.

Taxation of private foundations in the Netherlands

Dutch foundations are covered by several tax laws applicable in this country. Among these are:

  • the State Tax Law;
  • the Income Tax Law;
  • the Income Tax, Donations and Public Benefit Organizations Act.

The private foundation created in the Netherlands or in the Dutch Antilles is exempt from paying the income and corporate tax. Also, foreign citizens establishing private foundations in the Netherlands will be exempt from paying the gift tax.

How many foundations are there in the Netherlands?

According to the latest data gathered by the Dutch Companies House:

  • in the second quarter (Q4) of 2020, there were 36,535 associations and foundations registered in the Netherlands;
  • in Q4 of 2021, their number increased 41,725;
  • the last data for the last quarter of 2022 indicates a total number of 41,675 associations and foundations.

FAQ on Dutch foundations (stichting)

The Dutch legislation is quite extensive; however, this country attracts many individuals and companies interested in setting up foundations (stichting) in the Netherlands. The options under which a foundation can be created raise a lot of questions among those interested in them and our local consultants have answered some of these questions below:

Can I open a foundation in the Netherland if I am a foreigner?

Yes, foreign citizens can set up foundations in the Netherlands.

Do I need to relocate to the Netherlands in order to set up a foundation here?

No, there is no need for you to move here when opening a foundation.

Can I set up a Dutch foundation remotely?

Yes, foreign citizens can create a stichting in the Netherlands even if they are abroad. Our local specialists can handle this procedure on their behalf.

If I set up a foundation as a charity, do I pay any taxes?

No, charities are exempt from taxation in the Netherlands.

You can also find out from the video below how a Dutch foundation can be created:

Our company registration advisors in the Netherlands can assist with the registration of astichting in the Netherlands with the authorities. For information about other tax optimization solutions, please contact our Dutch company formation agents. You can rely on us for full company registration services in the Netherlands.