Introduction
A Stichting Administratiekantoor (STAK) is a Dutch foundation structure used to separate the legal and economic ownership of company shares. The STAK foundation holds the legal ownership of shares, while employees or other beneficiaries receive depository receipts (certificaten) representing the economic rights to these shares. This structure offers flexibility in equity distribution while providing governance benefits and potential tax advantages.
This guide will walk you through setting up a STAK Foundation in Ledgy. The process mirrors creating a standard equity pool and plan, with the key distinction that the STAK foundation holds the legal rights while participants receive depository receipts as beneficiaries.
Overview of the STAK Setup Process in Ledgy
Creating a Pool designed for the STAK
Adding the STAK Foundation as a stakeholder in Ledgy
Setting up an Equity Plan under the STAK pool
Granting depository receipts to participants as beneficiaries
Let's walk through each step in detail.
Step 1: Creating a STAK Pool
Navigate to Equity Plans > Pools & Plans page
Click on the "Add pool" button in the top right corner
Fill out the relevant fields:
Name your pool (e.g., "STAK Pool 2025")
Enter the creation date
Select the underlying share class
Specify the amount of fully diluted shares allocated for grants
Note: This amount should reflect the initial allocation at the time of pool creation, not necessarily the current allocation
Optionally upload any relevant documents (STAK deed or administrative conditions) or add internal notes related to the STAK
Click Save
Step 2: Creating an Equity Plan Under the STAK Pool
Go to the Equity Plans > Pools & Plans page
Click on the "Add plan" button in the top right corner
Fill out the plan details:
Enter a descriptive plan name (e.g., "STAK Depository Receipts Plan 2025")
Select the creation date
Choose the STAK pool you created in Step 1
Select the appropriate grant type
Optionally, set up Grant presets to define standard parameters for grants under this plan (e.g., vesting schedule, exercise price, document templates)
Click Save
Step 3: Adding the STAK Foundation and Participants as stakeholders
Both the STAK Foundation and the participants need to be added as stakeholders in Ledgy. The STAK Foundation will hold the legal title to the shares, while participants will be assigned as beneficiaries.
Option A: Adding a single STAK Foundation OR Participant
Go to the Stakeholders page
Click on the Add stakeholder button
Provide the name of the STAK Foundation (e.g., "Stichting Administratiekantoor [Company Name]")
Fill out any additional required fields
Click Save
Option B: Importing STAK Foundation OR Participant Details via Excel import
On the Stakeholders page, click on the Import button in the upper right corner
Select the appropriate template (typically natural for participants and legal for the STAKs)
Click Download template to get the Excel template
Fill in the STAKs' / participants' details in the template
Save the Excel file
Upload the file by dragging and dropping it into the import box or clicking on the Excel icon
Click Import now
Step 4: Granting Equity to Participants as Beneficiaries
When setting up grant transactions, you'll assign the STAK Foundation as the legal holder while specifying participants as beneficiaries:
Go to the Ownership > Transactions page
Click on Import at the top and select "Option, Phantom, or Warrant" template
Download the Excel template
In the template, for each grant:
Specify the STAK Foundation as the stakeholder receiving the grant
In the Beneficiary column, enter the participant who will receive the depository receipts
Specify the plan as the Plan you created in Step 3
Fill in any other required details (grant date, amount, etc.)
If your plan has presets configured, you can leave relevant columns blank to use those default values
To override any plan presets for specific grants, simply populate the relevant columns
Save the Excel file and upload it to Ledgy
Review the imported grants and confirm they're correct
Cap table reporting
Ledgy's cap table functionality provides flexible reporting options that are particularly valuable for STAK structures. By default, the cap table groups equity by Stakeholder however, you can customise your view to gain deeper insights into your STAK structure:
Customising the Cap Table View
Navigate to your cap table view via Ownership > Cap Table
In the cap table grid, enable the Beneficiary column via the Columns menu on the right
Scroll to the far-right of the grid and drag and drop the Beneficiary column header just above the grid next to the Stakeholder grouping
Expand all rows by clicking 'Expand All' to display both STAK Foundation and economic rights holders
You can save the custom grid view by clicking 'Save as new view'.
