A ''stichting'' () is a Dutch legal entity with

limited liability Limited liability is a legal status in which a person's financial liability is limited to a fixed sum, most commonly the value of a person's investment in a corporation, company or partnership. If a company that provides limited liability to it ...

, but no members or share capital, that exists for a specific purpose. This form of entity makes it possible to separate functions of ownership and control. Its use has been pioneered successfully in recent years as a ' poison pill' style defence tactic in hostile takeover situations by Scott V Simpson, one of Europe's leading mergers and acquisitions lawyers.

Formation

A ''stichting'' is a legal person created through a legal act. This act is usually either a notarised deed (or a will) that contains the articles of the foundation which must include the first appointed board. No government authority is involved in the creation or authorization of a foundation. It acquires full legal capacity through its sole creation. A foundation has no members and its purpose must be stated in its articles, using capital dedicated to such goal. The foundations are defined in the Dutch Civil Code (

Burgerlijk Wetboek The ''Burgerlijk Wetboek'' (or BW) is the Civil Code of the Netherlands. Early versions were largely based on the Napoleonic Code. The Dutch Civil Code was substantively reformed in 1992. The Code deals with the rights of natural persons (Book 1) ...

), Boek 2 Art 285-304. It is not necessary in the Netherlands that a foundation serves a purpose of general interest, but its official goal cannot include making payments to anybody, except for charitable causes. A foundation is governed and represented by a board that is responsible for the foundation's administration. The board does not have a requirement for specific number of members. Art. 2:289 of the Civil Code establishes that all foundations must be registered in the Register of Commerce or "Kamer van Koophandel". Commercial activities are allowed if they are within the purpose of the foundation and are taxed. Board members can be held liable for the foundation, civilly as well as criminally. The Dutch Tax Service can declare an institution to be an "institution for general benefit" ( ANBI), with tax benefits. Often, but not necessarily, this is a foundation. Conversely, not every foundation qualifies.

Examples

Charitable organizations

Cornelis Kruseman Stichting The Cornelis Kruseman - J.M.C. Ising Foundation (Dutch: ''Cornelis Kruseman - J.M.C. Ising Stichting'') is a Dutch foundation (stichting) that was established in 1996 and is located in The Hague, Netherlands. The foundation's objective is to bring ...

– purpose: bring the work of painter

Cornelis Kruseman Cornelis Kruseman (; 25 September 1797 – 14 November 1857) was a Dutch painter, draughtsman, etcher, lithographer, silhouettist, paper-cut artist, and art collector.Stichting Museumjaarkaart – purpose: promote visits to Dutch museums. *

Nederlandse Omroep Stichting The Nederlandse Omroep Stichting (; NOS ; English: Dutch Broadcasting Foundation) is one of the broadcasting organisations making up the Netherlands Public Broadcasting system. It has a special statutory obligation to make news and sports program ...

– purpose: make news and sports programmes for the three Dutch public television channels and the Dutch public radio services. * Stichting FERN – purpose: promote greater environmental and social justice, focusing on forests and forest peoples’ rights. * Stichting INGKA Foundation – purpose: promote and support innovation in the field of architectural and interior design. * Stichting Max Havelaar – purpose: the Dutch member of Fairtrade International. *

Stichting Pensioenfonds ABP Stichting Pensioenfonds ABP ("National Civil Pension Fund"), frequently referred to as ABP, is the pension fund for government and education employees in the Netherlands. For the quarter ended 31 December 2014, ABP had 2.8 million participants an ...

– pension fund for the government and educational sectors. *

Stichting Pensioenfonds Zorg en Welzijn Stichting Pensioenfonds Zorg en Welzijn (known as PFZW, formerly PGGM, translation: "Pension Fund for Care and Well-Being") is the second largest pension fund in the Netherlands. As of 31 December 2014, PFZW had total assets under management of ...

– pension fund for the healthcare and social work sectors. * Wiardi Beckman Stichting – purpose: a think tank linked to the Labour Party ( PvdA). * Mars One – purpose: establish a permanent human colony on Mars. *

MINIX 3 Minix 3 is a small, Unix-like operating system. It is published under a BSD-3-Clause license and is a successor project to the earlier versions, Minix 1 and 2. The project's main goal is for the system to be fault-tolerant by detecting and rep ...

– Stichting MINIX Research Foundation - purpose: Support and develop Minix3 Operating System. *

Urgenda Urgenda is a nonprofit foundation (stichting) in the Netherlands which aims to help enforce national, European and international environment treaties. In 2013, Urgenda filed a lawsuit against the state of the Netherlands – respectively also aga ...

– Foundation who won the

State of the Netherlands v. Urgenda Foundation ''State of the Netherlands v. Urgenda Foundation'' (Dutch: ''De Staat der Nederlanden v. Stichting Urgenda'') was a court case heard by the Supreme Court of the Netherlands in 2019 related to government efforts to curtail carbon dioxide emissions. ...

case at the Netherlands Supreme Court *

Stichting van Warnborough A ''stichting'' () is a Dutch legal entity with limited liability, but no members or share capital, that exists for a specific purpose. This form of entity makes it possible to separate functions of ownership and control. Its use has been pioneered ...

- Foundation for Education - empowering people and communities.

Takeover defense

''Stichtingen'' (Dutch plural form) are used as a type of poison pill (takeover defense mechanism) for publicly traded companies. In one case, the Dutch-incorporated pharmaceutical company

Mylan Mylan N.V. was a global generic and specialty pharmaceuticals company. In November 2020, Mylan merged with Upjohn, Pfizer's off-patent medicine division, to form Viatris. Previously, the company was domiciled in the Netherlands, with principal e ...

established a ''stichting'' for the purpose of "safeguarding Mylan’s strategy, mission and independence" and gave the ''stichting'' the right to veto any proposed hostile takeover of Mylan. The ''stichting'' was activated in July 2015 to block a planned takeover by

Teva Pharmaceutical Industries Teva Pharmaceutical Industries Ltd. (also known as Teva Pharmaceuticals) is an Israeli multinational pharmaceutical company with headquarters in Tel Aviv, Israel. It specializes primarily in generic drugs, but other business interests include ...

Finance and investment

''Stichtingen'' are used by institutional investors, such as banks and wealthy individuals, as a means of controlling assets while not having legal ownership or consolidating the assets on their financial statements. The properties of a ''stichting'' can be used to avoid

inheritance tax An inheritance tax is a tax paid by a person who inherits money or property of a person who has died, whereas an estate tax is a levy on the estate (money and property) of a person who has died. International tax law distinguishes between an es ...

, trade sanctions and

expropriation Nationalization (nationalisation in British English) is the process of transforming privately-owned assets into public assets by bringing them under the public ownership of a national government or state. Nationalization usually refers to pri ...

. In one case, the Libyan-based oil company

Oilinvest Tamoil is the trading name of the Oilinvest Group, a fuel energy provider within the European downstream oil and gas sector. The Oilinvest Group refines crude oil and markets refined oil products primarily under the Tamoil and the HEM brands in ...

used a ''stichting'' structure to avoid sanctions on Libya and ensure its continued operation following the overthrow of

Muammar Gaddafi Muammar Muhammad Abu Minyar al-Gaddafi, . Due to the lack of standardization of transcribing written and regionally pronounced Arabic, Gaddafi's name has been romanized in various ways. A 1986 column by ''The Straight Dope'' lists 32 spellin ...

; in another case, the Russian oil company

Yukos OJSC "Yukos Oil Company" (russian: ОАО Нефтяна́я Компа́ния Ю́КОС, links=no, ) was an oil and gas company based in Moscow, Russia. Yukos was acquired from the Russian government by Russian oligarch Mikhail Khodorkovs ...

used a ''stichting'' structure in an attempt to shield its assets from tax claims by the Russian government.

Netherlands Antilles

Foundation legislation was last reformed in 1998, giving rise to the

Netherlands Antilles nl, In vrijheid verenigd"Unified by freedom" , national_anthem = , common_languages = Dutch English Papiamento , demonym = Netherlands Antillean , capital = Willemstad , year_start = 1954 , year_end = 2010 , date_start = 15 December , ...

Private Foundation (Stichting Particulier Fonds).

References

{{Italic title Business in the Netherlands Foundations based in the Netherlands nl:Stichting