Trust office foundation (STAK)

Consider, for example; minimum number of years in service, only employees with management positions or only employees with permanent contracts, only current or future key personnel.

Do you want the employees to buy the shares at a market rate, or do you want to give a discount to this market price?

It is generally not possible for all employees to pay for the investment from their own resources or finance it externally. For this, see also step 3 to sharply reduce the price of certificates by restructuring.

It is often agreed with an employee that if he or she chooses to make use of the STAK that he or she then also commits to your company for any number of years. Such a period is also called a lock-up period. If an employee terminates his or her contract during this lock-up period without a solid reason, a penalty clause and a forced sale of his or her certificates will apply.

It is wise to think about this in advance whether you will distribute the STAK certificates once or whether you want to start making the STAK available to new employees as well. In the former case, you can choose to make the STAK available only to current colleagues and there will only be a redistribution of shares when one of the STAK shareholders leaves and his or her share certificates become available. In the latter case, you can bind new employees early on by offering them the prospect of a concrete shareholding. You can determine whether you want to 1) sell additional shares to the STAK in the future in the event of new entrants so that the existing STAK members retain their share percentage, 2) dilute the STAK holders jointly when a new shareholder joins or 3) a combination of both whereby several parties are diluted.

To bind valuable employees within the company to the company by making them shareholders and sharing in its successes. This also ensures continuity within the company. As the legal ownership of the certificates lies with the trust office foundation (STAK) board, the shares cannot be taken with them when leaving employment.

Share certificates within the STAK can be transferred without the intervention of the notary, saving money and time.

Basically, the same rules apply to a STAK as a foundation. But since no profit is made in a STAK, there is no need to pay taxes or prepare annual accounts.

The share certificate holders within the STAK are not publicly registered with the Chamber of Commerce.

The voting rights over the shares lie with the STAK board and not with the depositary receipt holders. Thus, you sell shares but remain ”in control” of the voting rights within your company.

To avoid discussion points relating to, for example; valuation, financing, interest, individual share percentage, repayment obligations and possible future entrants, it is wise to outline these clearly at the beginning of the process. This will prevent (unpleasant) discussions during the remainder of the process.

It is important to estimate the feasibility of the financing in advance. This will prevent employee disappointment if the financing turns out not to be feasible in practice. For instance, you can choose to lend money yourself via a private loan to your employees and/or ask the employees for a contribution of their own. It is also a good idea to think about the repayment structure early on.

Setting up a STAK professionally requires specialism. For instance, the value of the shares needs to be determined, legal contracts need to be drawn up and possibly financing needs to be raised. In addition, employees will have the necessary questions that you often cannot immediately answer yourself either. An acquisition advisor acts as an independent specialist in this process and guides you through the entire process. This ensures that the STAK is set up professionally and streamlined without any surprises afterwards.