Stichting: The Complete Guide to the Dutch Foundation

Overview

The Stichting — literally "foundation" — is a distinct legal form under Dutch law that possesses legal personality (rechtspersoon) but has no members and no shareholders. It is created by a legal act with a stated purpose, and its most fundamental defining rule is that it may not distribute profits to its founders, directors, or any other private parties. This prohibition distinguishes the Stichting sharply from the Besloten Vennootschap (BV) and Naamloze Vennootschap (NV), which exist to generate returns for their shareholders.

Despite its non-profit character, the Stichting is not inherently a charitable or idealistic form — it is a neutral legal vehicle. A Stichting may carry on commercial activities, employ staff, enter contracts, own property, and accumulate reserves, provided that its profits and assets ultimately serve its stated purpose and are not channelled back as personal benefit to founders or directors. It is the preferred legal form for hospitals, housing corporations, museums, pension funds, universities, and foundations created for governance and takeover-defence purposes.

The Stichting resembles the German Stiftung and the Belgian stichting van openbaar nut, and is broadly comparable to the UK Charitable Incorporated Organisation for public benefit purposes, though it is not limited to charitable goals.

The Dato Capital database tracks approximately 90,000 Stichtingen, reflecting the form's widespread adoption across the Dutch non-profit, public benefit, and institutional sector.


1. Legal Framework

The Stichting is governed by Book 2, Title 6 of the Dutch Civil Code (Burgerlijk Wetboek, BW), Articles 285 through 304. These provisions cover the creation, governance, purpose, obligations, and dissolution of all stichtingen in the Netherlands.

Instrument Scope
Burgerlijk Wetboek Boek 2, Titel 6 (Art. 285–304) Primary Stichting law
Handelsregisterwet 2007 KvK Business Register obligations
Wet op de vennootschapsbelasting 1969 (Wet VPB) Corporate income tax — conditions of liability and exemptions
Wet inkomstenbelasting 2001 (IB) ANBI gift deductibility for individual donors
Wet op de omzetbelasting 1968 VAT (BTW) obligations
Wet toezicht UBO-register UBO register obligations
Tijdelijke wet transparantie turboliquidatie (15 Nov 2023) Fast-track liquidation transparency

No separate statute was enacted specifically for the Stichting — the BW provisions govern all foundations equally, whether a small cultural foundation or a large hospital group.


2. Defining Characteristic: No Members and No Profit Distribution

2.1 No Members (Geen Leden)

Unlike an association (vereniging), the Stichting has no members. There is no membership body that elects the board, holds a general meeting, or can vote on the foundation's affairs. Governance authority is vested exclusively in the board (bestuur) and, optionally, a supervisory board.

This absence of members is a structural choice, not a limitation. It means that no external constituency can claim ownership of the foundation's assets or override the board's management of them. For this reason, the Stichting is the preferred form for long-term asset stewardship where continuity and independence from ownership pressure are valued.

2.2 Profit Distribution Prohibition (Uitkeringsverbod)

Article 2:285 lid 3 BW contains the Stichting's defining rule: a Stichting may not make distributions of its capital or revenues to:

  • Its founders (oprichters);
  • Members of its board (bestuurders) or other organs;
  • Or any other natural or legal person as a private benefit.

Exception: Distributions with an ideal or social character are permitted. This means a Stichting can make grants, donations, scholarships, prizes, or other payments that advance its stated purpose — these are not prohibited distributions but the very execution of the Stichting's mission.

Practical consequences of the uitkeringsverbod:

  • Board members may be paid a reasonable fee (vacatiegeld or beloning) for their services, but only in proportion to the services rendered. Excessive remuneration that functions as a disguised profit distribution can be challenged by the court.
  • A Stichting cannot be "sold" in a way that enriches its founders — it has no owner to receive a purchase price.
  • On dissolution, any remaining assets after settling liabilities must be applied in accordance with the purpose stated in the statuten. They cannot revert to the founders.
  • The prohibition does not prevent a Stichting from paying arm's length commercial rates to employees, suppliers, or contractors — including entities affiliated with board members — provided there is no conflict of interest and the terms are genuinely at market rates.

3. No Minimum Capital Requirement

The Stichting has no statutory minimum capital. A Stichting may be formed with zero initial capital, though in practice most founders contribute an initial sum to allow the foundation to operate.

A Stichting cannot issue shares. It may, however:

  • Receive gifts, grants, subsidies, and bequests as primary sources of funding.
  • Generate revenue from commercial activities (subject to tax rules — see Section 10).
  • Hold equity investments in BVs or NVs as part of its asset portfolio.
  • Borrow — take on debt or arrange credit facilities.

There is no minimum founding contribution prescribed by law. A Stichting formed to administer a prize might initially hold only the notarial deed and a bank account, funded by the first donation.


4. Naming Requirements

A Stichting's name must:

  • Include the designation "Stichting" — this word must appear in the name and signals to third parties that they are dealing with a foundation.
  • Be distinctive and not identical or misleadingly similar to an existing registered name in the Handelsregister.
  • Comply with the Handelsregisterwet 2007 and Benelux trade name rules.

The designation "Stichting" may appear at the beginning or end of the name (e.g., Stichting Muziekhuis or Muziekhuis Stichting). There is no prescribed format — as long as "Stichting" is present and the name is distinctive.


5. Formation Process (Step by Step)

A Stichting may be created in two ways under Article 2:286 BW:

  1. By notarial deed (oprichtingsakte) — executed before a civil-law notary (notaris) by one or more founders.
  2. By will (testament) — a testator may establish a Stichting in their will, with the legal deed executed posthumously by the estate notary.

The overwhelming majority of stichtingen are established by notarial deed.

Step 1: Engage a civil-law notary (notaris)

The founder(s) engage a notaris from the registry of the Royal Dutch Association of Civil-law Notaries (KNB). The notary discusses the foundation's purpose, board structure, governance arrangements, and the content of the statuten. Notarial fees for a standard Stichting typically range from €400 to €1,200 depending on complexity.

Step 2: Draft the deed of incorporation

The notary prepares the deed of incorporation (oprichtingsakte), which contains the statuten (articles of foundation). The deed must be in the Dutch language and must include at minimum the elements required by Article 2:286 BW (see Section 6). Since 2022, the deed may be executed digitally via a secure audio-video connection, subject to mandatory identity verification.

Step 3: Execute the deed

The founder(s) sign the deed before the notary (in person or digitally). A minimum of one founder is sufficient — unlike the BV, there is no minimum number of founders, and a single natural or legal person may establish a Stichting.

Step 4: KvK registration (Handelsregister)

After execution of the deed, the Stichting must be registered with KvK in the Handelsregister. The notary typically files the registration on behalf of the founders. The Stichting acquires legal personality upon registration.

KvK assigns a unique KvK number, which must appear on the Stichting's commercial correspondence, invoices, and website.

Step 5: Tax registration (Belastingdienst)

If the Stichting will carry on commercial activities subject to VPB or BTW, it must register with the Netherlands Tax Administration (Belastingdienst). If ANBI status is sought, a separate application must be submitted to the Belastingdienst (see Section 9).

Step 6: Open a bank account

A Stichting requires a separate bank account. For foundations with ANBI status, the bank account number (IBAN) must be published on the Stichting's website as part of the mandatory ANBI transparency requirements.


6. Articles of Foundation (Statuten)

The statuten form an integral part of the deed of incorporation. Under Article 2:286 BW, the statuten must contain at minimum:

  1. Name — including the designation "Stichting."
  2. Registered office (zetel) — a municipality in the Netherlands.
  3. Purpose (doel) — a clear description of the foundation's objectives. The purpose must be realistically achievable and may not consist solely of making distributions to the founders, directors, or private parties.
  4. How board members are appointed and dismissed — and the minimum number of board members.
  5. Destination of assets on dissolution — the statuten must specify what happens to remaining assets if the Stichting is dissolved. These assets must be applied to a purpose as close as possible to the Stichting's own purpose.

Optional provisions commonly included:

  • Composition requirements for the board (minimum/maximum size; age limits; conflict-of-interest rules).
  • Quorum and voting thresholds for board decisions.
  • Supervisory board (raad van toezicht) rules.
  • Remuneration policy for board members.
  • Rules for amending the statuten.
  • Rules for mergers or conversions.

Amending the statuten requires a new notarial deed unless the original deed expressly grants the board the power to amend by means of an authenticated board resolution. In either case, the amendment must be re-filed with KvK.


7. Governance Structure

7.1 Board of Directors (Bestuur)

The board (bestuur) is the Stichting's only mandatory governance organ. It is responsible for managing the Stichting's affairs, executing its purpose, and representing it in legal and commercial dealings.

Composition rules:

  • A minimum of one board member is sufficient, though most foundation deeds require at least two or three to avoid deadlocks.
  • Board members may be natural persons or legal entities (e.g., a BV may serve as a board member of a Stichting).
  • Under Article 2:292 BW, the majority of board members may not consist of persons who are members of the same household (huishouden). This rule prevents a single family from exercising unchecked control over the foundation.
  • A board member cannot simultaneously be an employee of the same Stichting under most sector governance codes.

Board powers:

  • Day-to-day management of the foundation.
  • Entering contracts and incurring obligations in the Stichting's name.
  • Approval of the annual accounts.
  • Amending the statuten (if so authorised in the deed, or through a new notarial deed).
  • Dissolution of the Stichting (in most cases; court involvement is required in certain circumstances).

Representation: Board members represent the Stichting in legal dealings. The statuten may limit representation authority (e.g., requiring two board members to act jointly for transactions above a specified threshold). Third parties acting in good faith may rely on the representation authority as registered at KvK.

Director liability: Board members of a Stichting are not personally liable for the Stichting's debts in normal circumstances. However, they may be held personally liable in cases of manifest mismanagement (ernstig verwijtbaar handelen). In the event of the Stichting's bankruptcy, the liability standards of Articles 2:300a–b BW — which import the manifest mismanagement rules from Article 2:248 BW applicable to BV directors — apply.

Court dismissal of board members (Article 2:298 BW): The court (rechtbank) may dismiss a board member on application by interested parties or the Public Prosecution Service (Openbaar Ministerie) if the board member acts in violation of the law or the statuten, or is responsible for financial mismanagement (financieel wanbeheer). Under Article 2:299 BW, the court may also appoint a replacement board member if the board cannot fill a vacancy in the prescribed manner.

7.2 Supervisory Board (Raad van Toezicht) — Optional

The Stichting may optionally install a supervisory board (raad van toezicht / RvT) to oversee the managing board. A raad van toezicht is the standard governance model for hospitals and healthcare foundations, housing corporations (where it is mandatory under the Woningwet), universities (under the WHW), and large cultural foundations.

The Governance Code for Non-Profit Organisations and sector-specific codes (Governancecode Zorg, Governance Code Cultural Sector) set industry standards for Dutch stichtingen, including independence requirements for the RvT, separate audit and remuneration committees, and regular self-evaluation.

The Stichting has no general meeting of shareholders or members and therefore no equivalent of the BV/NV's Algemene Vergadering van Aandeelhouders. Decision-making authority that would in a BV reside with the AVA rests entirely with the board and, if present, the supervisory board.


8. Purpose and Commercial Activities

8.1 Permissible Purposes

Under Article 2:285 BW, the Stichting's purpose may be:

  • Idealistic or charitable — culture, education, research, healthcare, religion, sport.
  • Social — housing, welfare, community services.
  • Commercial — profit-generating activities, provided that the proceeds are applied to the stated purpose and not distributed to private parties.
  • Governance-related — maintaining a register, managing assets, administering shares (STAK function — see Section 13).

The purpose may not be the personal enrichment of founders, board members, or private individuals. A purpose directed fundamentally at paying profits to specific private parties will be void under Article 2:285 BW.

8.2 Commercial Activities and the Uitkeringsverbod

A Stichting may freely carry on business activities — operate a shop, provide consultancy, publish a magazine, run a parking facility — provided that:

  1. Profits generated are retained for the purpose or accumulated as reserves, and are not distributed to founders or directors.
  2. The commercial activities are ancillary to or in furtherance of the foundation's purpose, or the foundation's statuten expressly permit commercial activities as a means of funding the purpose.

A Stichting operating a hospital, a theatre, or a commercial training centre is fully permitted under Dutch law, provided surplus funds serve the healthcare, artistic, or educational mission.


9. ANBI Status (Algemeen Nut Beogende Instelling)

9.1 What Is ANBI?

ANBI (Algemeen Nut Beogende Instelling — Public Benefit Organisation) is a designation conferred by the Belastingdienst on stichtingen (and certain other entities) that are aimed entirely or almost entirely (90% or more) at the public benefit.

ANBI status is the most significant tax-related designation a Stichting can hold. It unlocks a range of tax benefits for both the Stichting itself and its donors, and is the standard status held by charities, museums, orchestras, research funds, and humanitarian organisations.

9.2 Requirements for ANBI Status

To obtain and retain ANBI status, a Stichting must satisfy the following conditions, as assessed by the Belastingdienst:

Requirement Detail
Public benefit purpose At least 90% of activities must serve the general public interest, not a private or closed group
No profit motive May not primarily serve the commercial interests of its founders or donors
Integrity Board members and policy-setting persons (beleidsbepalers) must meet integrity requirements — no relevant criminal convictions in the preceding 4 years
Reasonable remuneration Board member compensation must be limited to reasonable expense reimbursement or, in exceptional cases, a modest fee; excessive pay disqualifies ANBI status
Assets on dissolution Remaining assets on dissolution must be transferred to an ANBI (or a comparable foreign entity) with a similar purpose
Mandatory website transparency The Stichting must maintain a publicly accessible website disclosing: RSIN/ANBI number, name and purpose, names of policy-setters (beleidsbepalers), activity report, financial statements, and remuneration policy

9.3 Tax Benefits of ANBI Status

Benefit Detail
Gift deductibility for individual donors Private donors may deduct ANBI donations from personal income tax (IB). Periodic gifts (periodieke giften) by notarial or private deed for at least 5 years are fully deductible without a threshold. One-off gifts are deductible above a 1%-of-income floor (Art. 6.39 IB 2001)
Gift deductibility for corporate donors Corporate donors may deduct gifts to ANBIs from their VPB-taxable profit (up to 50% of profit, with a maximum of €100,000, unless the corporate donor qualifies for the cultural multiplier)
Exemption from gift tax (schenkbelasting) An ANBI receives gifts and bequests free of gift tax and inheritance tax (erfbelasting)
VPB exemption for fundraising (Art. 6a Wet VPB) Fundraising activities by ANBIs — collecting donations, organising charity events, running periodic giving schemes — are specifically exempt from VPB even if they generate structural surpluses
BTW exemptions Certain ANBI activities (healthcare, education, sport) qualify for BTW exemption under the Wet op de omzetbelasting 1968

9.4 SBBI — Sociaal Belang Behartigende Instelling

An SBBI (Social Interest Promoting Institution) is a lighter designation for organisations that serve the social interests of their members or a local community (sports clubs, hobby associations) rather than the general public. Stichtingen may qualify as SBBIs. Donors to SBBIs benefit from gift deductibility for periodic gifts only. SBBIs are not exempt from inheritance or gift tax in the same way as ANBIs.


10. Taxation

10.1 Corporate Income Tax (Vennootschapsbelasting / VPB)

A Stichting is not automatically exempt from VPB. Whether it is subject to VPB depends on whether it operates an enterprise (onderneming) within the meaning of Articles 2 and 4 Wet VPB 1969. A Stichting operates an enterprise if it participates in economic traffic on a structural basis, with profits arising — whether or not profit was the objective — in competition with commercial operators.

Stichtingen that generally fall outside VPB scope:

  • Pure grant-making foundations with no commercial activities.
  • Foundations that solely receive passive income (interest, investment returns) and apply it to grants.

Stichtingen that are typically VPB-liable:

  • Hospitals and healthcare foundations providing services commercially reimbursed by health insurers.
  • Housing corporations (subject to a specific VPB regime under Art. 6b Wet VPB).
  • Foundations operating commercial enterprises (shops, training centres, event venues) in direct competition with for-profit operators.

Small profit exemption (Article 6 Wet VPB):

A Stichting that technically operates an enterprise is nonetheless exempt from VPB if:

  • Its annual taxable profit does not exceed €15,000; or
  • Its profits over the preceding 5 consecutive years cumulatively do not exceed €75,000.

This exemption is the single most important VPB rule for small cultural, sports, and community stichtingen and means the great majority of Dutch foundations pay no VPB.

ANBI fundraising exemption (Article 6a Wet VPB):

Fundraising activities carried out by an ANBI are specifically exempt from VPB, even if they generate structural surpluses. This exemption applies alongside the general small-profit exemption.

VPB rates (where VPB applies):

Taxable profit Rate (2025 and 2026)
Up to €200,000 19%
Above €200,000 25.8%

10.2 VAT (Omzetbelasting / BTW)

A Stichting that carries on economic activities is subject to BTW in the same way as any other entity. Key exemptions and reduced rates under the Wet op de omzetbelasting 1968:

Activity BTW treatment
Healthcare services by recognised institutions Exempt
Educational services by recognised institutions Exempt
Cultural services (museums, theatres, orchestras) 9% reduced rate or exempt, depending on type
Sport services by non-profit clubs Exempt
General commercial activities (shops, consultancy) 21% standard rate

A Stichting with annual taxable turnover below €20,000 may apply for the Kleineondernemersregeling (KOR) small-business BTW exemption.

10.3 Wage Tax and Social Insurance (Loonheffingen)

A Stichting that employs staff is subject to loonheffingen (wage tax and social insurance contributions) on the same terms as any Dutch employer. Board members who receive fixed, regular remuneration may be classified as employees for wage tax purposes.


11. Annual Reporting and Accounting Obligations

11.1 Financial Statements (Jaarrekening)

The obligation to prepare and file annual financial statements with KvK depends on the size of the Stichting under Article 2:396 BW.

Mandatory KvK filing applies to stichtingen that meet at least two of the three small company thresholds in two consecutive financial years:

Criterion Threshold
Balance sheet total ≥ €450,000
Net turnover ≥ €900,000
Employees ≥ 10 FTE

Large stichtingen (meeting the large company thresholds) are subject to the same mandatory statutory audit obligations as large BVs.

Stichtingen below the small company thresholds are not required to file with KvK, but must maintain internal accounting records and keep them for 7 years under Article 2:10 BW.

ANBI transparency obligations (independent of KvK filing):

Stichtingen with ANBI status must publish their financial statements on their own publicly accessible website, regardless of whether KvK filing is required. Required disclosures include a balance sheet and income/expenditure statement, a breakdown of how funds were spent, and the remuneration of policy-setters (beleidsbepalers). Stichtingen with ANBI status and annual receipts exceeding €100,000 must publish more detailed financial statements consistent with the requirements for small BVs.

11.2 Digital Filing (SBR/XBRL)

Stichtingen that are required to file annual accounts with KvK must do so digitally in XBRL format using Standard Business Reporting (SBR), on the same terms as BVs.


12. KvK Registration Requirements

Every Stichting must be registered in the Handelsregister maintained by KvK. The following information is registered and publicly accessible:

Information Detail
Name Including the designation "Stichting"
Registered office (zetel) Municipality in the Netherlands
Legal form Stichting
Purpose (doel) Summary of the Stichting's stated purpose
Board members (bestuurders) Names, titles, and signing authority
Supervisory board members Names of raad van toezicht members, if any
RSIN Unique legal entity identifier used for tax purposes

Changes to registered information — new board members, address changes, statuten amendments — must be reported to KvK within 1 week of the change. The KvK number must appear on commercial correspondence, contracts, invoices, and the Stichting's website.

UBO register: Every Stichting must register its Ultimate Beneficial Owners in the UBO register maintained at KvK under the Wet toezicht UBO-register. For a Stichting, a UBO is generally a natural person who exercises effective ultimate control — typically a board member with overriding authority or a founder who, through the statuten, retains the power to appoint or dismiss the majority of board members. The standard 25% ownership threshold used for BVs and NVs does not directly apply to stichtingen (which have no shares), and the effective-control test is applied instead.


13. Common Use Cases

13.1 Stichting Administratiekantoor (STAK)

The most commercially prominent use of the Stichting form is as a stichting administratiekantoor (STAK) — an administrative office foundation that holds shares in a BV or NV as their registered legal owner and issues depositary receipts (certificaten) to economic beneficiaries.

From the Stichting's perspective, the STAK:

  • Holds legal title to shares in a BV or NV, exercising all voting rights attached to those shares according to its statuten and board decisions.
  • Collects dividends paid by the BV or NV and passes them on to depositary receipt holders (certificaathouders), after deducting any costs.
  • Issues and cancels certificaten in accordance with its own statuten and governance rules.
  • Its board exercises voting rights autonomously, or — depending on the statuten — may be obliged to follow the instructions of certificaathouders in certain circumstances.

STAK structures serve several purposes:

  • Continuity of control for family businesses: Voting rights remain with the STAK board even as economic interests are transferred to the next generation.
  • Takeover protection for listed NVs: The STAK board can vote against resolutions that are adverse to the NV's strategic interests, independent of shifting ownership of certificaten.
  • Succession and estate planning: Economic value can be transferred (via certificaten) while the founder or family retains voting control through board membership of the STAK.

For the treatment of STAKs from the perspective of the issuing BV or NV, see the BV guide and NV guide in this series.

13.2 Healthcare Foundations (Zorginstellingen)

Hospitals, elderly care homes, mental health institutions, and other healthcare providers in the Netherlands frequently operate as stichtingen. Healthcare stichtingen must hold authorisation under the Wet toetreding zorgaanbieders (Wtza), maintain a mandatory raad van toezicht, comply with the Governancecode Zorg, and receive reimbursement under the Zorgverzekeringswet (ZVW) and the Wet langdurige zorg (WLZ).

13.3 Housing Corporations (Woningcorporaties)

Nearly all Dutch social housing providers operate as stichtingen regulated under the Woningwet and supervised by the Autoriteit Woningcorporaties (AW). Housing corporations are required by law to maintain a raad van toezicht and are subject to a specific VPB regime under Article 6b Wet VPB.

13.4 Public Benefit and Grant-Making Foundations

Museums, orchestras, theatres, research institutions, and grant-making foundations typically operate under ANBI status. They rely primarily on donations, bequests, subsidies, and endowment income. For these organisations, ANBI status is operationally essential — without it, donors have no tax incentive to give, and the foundation bears inheritance and gift taxes on bequests and major donations.

13.5 Pension Funds (Pensioenfondsen)

Occupational pension funds in the Netherlands are legally required to be structured as stichtingen under the Pensioenwet or the Wet verplichte beroepspensioenregeling. Pension fund stichtingen are supervised by De Nederlandsche Bank (DNB) (prudential supervision) and the Autoriteit Financiële Markten (AFM) (conduct of business). Their governance is subject to detailed requirements under the Pensioenwet, including mandatory representation of participants and pensioners in the board or a deelnemersraad.


14. Dissolution

14.1 Voluntary Dissolution

The board of a Stichting may resolve to dissolve it, subject to the rules in the statuten. The standard process is:

Step 1 — Board resolution (ontbindingsbesluit): The board passes a dissolution resolution in accordance with the statuten.

Step 2 — Appointment of liquidator (vereffenaar): The board acts as liquidator unless the statuten specify otherwise or the court appoints an external vereffenaar. From the moment of dissolution, the Stichting's name must carry the suffix "in liquidatie."

Step 3 — KvK notification: The dissolution is registered at KvK.

Step 4 — Settlement of assets and liabilities: The liquidator pays all creditors, disposes of assets, and collects outstanding receivables. A creditor notice is published in the Staatscourant (Government Gazette).

Step 5 — Destination of remaining assets: Any surplus assets must be transferred to an entity with a purpose as close as possible to the Stichting's own purpose, as specified in the statuten. For ANBIs, the destination must be another ANBI or a comparable foreign entity. Assets may never revert to the founders.

Step 6 — Final accounts and KvK deregistration: The liquidator files final accounts with KvK, and the Stichting is struck off the Handelsregister and ceases to exist.

14.2 Court-Ordered Dissolution (Article 2:298 BW)

The court (rechtbank) may dissolve a Stichting at the request of the Public Prosecution Service (Openbaar Ministerie), the Belastingdienst, or other interested parties if:

  • The Stichting's activities or purpose violate public order (openbare orde);
  • The Stichting has no functioning board and this cannot be resolved in the prescribed manner; or
  • The Stichting's assets are insufficient to realise its purpose and there is no reasonable prospect of improvement.

14.3 Fast-Track Dissolution (Turbo-liquidatie)

Where a Stichting has no assets at all at the moment of dissolution, it ceases to exist immediately upon the board's dissolution resolution — there is no winding-up phase. The same transparency obligations introduced by the Tijdelijke wet transparantie turboliquidatie (15 November 2023) apply: within 14 days of the resolution, the board must file a final balance sheet, income and expenditure overview, and explanatory note with KvK, and notify creditors by letter.

14.4 Post-dissolution Obligations

  • Final VPB and BTW returns must be filed if the Stichting was subject to those taxes.
  • Financial and administrative records must be retained for 7 years after dissolution.

15. Key Numbers at a Glance (2026)

Item Value
Minimum capital None
Notarial incorporation fees (typical range) €400 – €1,200
Minimum number of founders 1
Minimum number of board members 1 (in practice 2–3)
Profit distribution prohibition All distributions to founders/directors prohibited (Art. 2:285 lid 3 BW)
ANBI public benefit threshold ≥ 90% of activities for general public benefit
ANBI: mandatory own-website financial disclosure Yes
ANBI: receipts above which detailed accounts required €100,000 per year
VPB small-profit exemption (Art. 6 Wet VPB) ≤ €15,000 profit per year, or ≤ €75,000 cumulative over 5 years
VPB standard rates (if VPB-liable) 19% (≤ €200,000) / 25.8% (> €200,000)
BTW standard rate (commercial activities) 21%
KOR (small-business BTW exemption) threshold €20,000 / year
Annual accounts KvK filing threshold ≥ 2 of: BS ≥ €450,000 / turnover ≥ €900,000 / ≥ 10 employees
Record retention period 7 years
KvK change notification deadline 1 week
Turbo-liquidation KvK filing deadline 14 days after dissolution resolution

Sources

The following official and authoritative sources were consulted in the preparation of this article:

KvK (Kamer van Koophandel — Netherlands Chamber of Commerce) - Foundation (Stichting) — KvK English - What Legal Form Suits Your Business? — KvK - Ending a Legal Entity Through Fast-Track Liquidation — KvK

Business.gov.nl (Dutch Government Enterprise Portal) - Foundation (Stichting) — Business.gov.nl - Business Structures in the Netherlands: Overview — Business.gov.nl - Filing Financial Statements — Business.gov.nl

Belastingdienst (Netherlands Tax Administration) - ANBI — Algemeen Nut Beogende Instelling - VPB Exemption for Foundations and Associations (Art. 6 Wet VPB) - Corporate Income Tax Rates — Belastingdienst

Legislation (via wetten.overheid.nl) - Burgerlijk Wetboek Boek 2, Titel 6 — Stichtingen (Art. 285–304) - Wet op de vennootschapsbelasting 1969 - Wet op de omzetbelasting 1968


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