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Participation in companies that are not (yet) listed
Access to new profitable investment opportunities through direct participation in companies that are not yet listed on the stock exchange
Same financial benefits as direct company shares
Shares in the trust office foundation offer the same financial advantages as the associated direct company shares
Obligation to protect economic interests
The trust office foundation is obliged to protect the economic interests of investors and exercises voting rights in a bundled manner to strengthen the crowd
The majority of promising growth companies in Europe today are not listed on stock exchanges as public limited companies. The consequence for private individuals: a lack of access, high effort and the obligation to involve a notary (for example in the case of the GmbH, which is widespread in Germany and Austria) made direct participation impossible in practice.
Attractive returns from increases in value and sales of promising growth companies were therefore previously reserved for institutional investors.
In order to reduce the costs, effort and legal hurdles of a direct investment for private individuals and at the same time strengthen the "crowd", so-called trust office foundations are used for direct participation. STAKs (Dutch: Stichting Administratiekantoor) are a form of company in the Netherlands that is similar to a traditional special purpose entity. This is a voting trust office foundation without its own taxation. Investors invest in the trust office foundation (STAK), which holds the direct company shares, e.g. shares, in the respective growth company and in return issues tradable depositary receipts to the investors as "shares" in the trust office foundation.
This structure ensures that the growth company can be properly managed and organized and at the same time the investors are collectively represented by the trust office foundation with voting rights.
The trust office foundation (STAK) is established solely for the purpose of investing in a specific growth company. It is obliged to protect the economic rights of the investors and to exercise joint voting rights. The investors are entitled to economic rights such as the right to any sales proceeds, any dividends and also the rights customary for professional investors, such as a tag-along right. If, for example, a significant proportion of the shares in the growth company are sold to a third party, the investors have the right to sell an equal percentage of their shares so that they can benefit from the success of the company through a return on their investment.
Another advantage of the trust office foundation is that there is no additional taxation in the foundation itself. The use of the trust office foundation therefore does not lead to any tax disadvantages.
The depositary receipts are the "shares" of the trust office foundation and are linked to the direct company shares, e.g. shares in the growth company. The financial benefits of the underlying shares, e.g. dividend distribution or participation in exit proceeds, also apply to the individual investors in the trust office foundation. The difference to direct shares, however, is that the voting rights are exercised in a bundled manner by the trust office foundation to strengthen the "crowd". For the benefit of the simple organization, the crowd is represented in the shareholders' meeting and does not participate in it itself. The shares can be traded privately, without notarization, but cannot be offered on the stock market.
The shares of the trust office foundation that are issued for each underlying share are determined per share. This is usually at a ratio of 1:1, i.e. one share in the growth company corresponds to one share (depositary receipt) in the trust office foundation.
STAK is Dutch for Stichting Administratiekantoor, which means trust office foundation.
A STAK company is a trust office foundation with voting rights. It enables investors to participate in growth companies which, due to their legal form or lack of a stock exchange listing, would only be accessible for investment at high cost and with a high level of bureaucracy. The trust office foundation holds the company shares (e.g. shares) of the growth company and in return issues depository receipts as "shares". It is obliged to protect the economic rights of the investors.
The most important corporate documents of a STAK structure include: The articles of association of STAK contain the general rules on the registered office, company name, representation and purpose of STAK. STAK's General Terms and Conditions of Administration ("Terms and Conditions of Trust") govern the relationship between STAK and the investors and also contain the rights associated with the shares, such as the co-sale right.
Give us a call or send us a message:
Email: service@invesdor.com
Phone: +49 30 364 285 707
Sebastian Kutschker
Senior Customer Success Manager
DE | EN