Netherlands Private interests foundation, Foundation registration in Holland

 

A foundation in the Netherlands (Stichting) is a legal entity created through a legal act. This registration act is usually either a notary deed or a will. The Dutch stichting is born from the donation of an estate of a person or company to realize a specific purpose. This notary made deed contains the articles of the foundation and must include the first appointed board. There is no government authority involved in the creation of a private interests foundation. 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, Boek 2 Art 285-304. A foundation is governed and represented by a board that is responsible for the foundation's administration. There is no requirement for specific number of board members. The Foundation Council may be composed of natural persons and/or legal entities, and the Founder, if he so wishes may be a part of the Foundation Council. Art. 2:289 of the Civil Code says that all foundations must be registered in the Register of Commerce. 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. With certain restrictions, stichtings are allowed to make profits but may not make distributions to founders or those that are part of the Foundation Council or other unless the latter have a charitable or social purpose. Stichtings may own property or assets, open bank accounts and have their own debts and obligations, the overall purpose is of private interest. The Founder is the person or legal entity constituting the stichting, and donating the property or rights to it, also referred to as the corpus which can be any type of property or rights, and may include cash, securities, and other such transferrable goods. The Foundation Charter is the document equivalent to the Certificate of Incorporation and Articles of Association that are created for the incorporation of companies, and must be executed by means of a Notary.

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