Employees participation scheme

Do you want your people to share in the profits or future growth of your company? Secure the loyalty of important employees? Has the value of your company been reduced by Corona, or do you and the staff want to help the company out of the crisis? In these cases, setting up a participation scheme for your employees is a good option. The way in which this takes place is through the establishment of a so-called administration office foundation, STAK for short.

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Team Florijnz

Shares for your employees

In the STAK, shares are certified. The voting and economic rights of the shares are split. The voting rights are deposited with the board to be elected (usually the major shareholder(s)) and the shares retain only the economic (profit) rights. For example, an STAK is often established to allow employees to share in the profitability and growth of the company without giving away control. In addition, the employee benefits from an increase in the value of the company in a tax-friendly manner, because the proceeds are untaxed in Box 3 if the interest is less than 5% (the substantial interest) of the shares.

Steps to setting up an STAK

1 inventory and objective of the STAK process

In this phase, the advisors of Florijnz, together with the company, list the employees who qualify. Decisions are made about the number of shares to be placed in the STAK, the intended period of entry and the possibilities of financing for employees. Ultimately this is translated into an instruction document for the employees and the advisors involved.

2 business valuation of the organization

To determine the value of the company, a business valuation is drawn up. Florijnz is affiliated with the Dutch Institute of Registered Valuators. There are already several independent company valuations prepared by the consultants of Florijnz. This company valuation will be used as the basis for the price at which employees can board.

3 disclosure to stakeholders

Next comes a phase in which -together with other specialists- the new structure is implemented under the direction of Florijnz. The various sub-tasks concern:


  • Amends the Bylaws;
  • Establish any new limited liability company (intermediate holding company), necessary with multiple operating companies;
  • Contributes shares of underlying companies;
  • establishes STAK ;
  • Establishes administration conditions;
  • Certifies shares;
  • Organizes the transfer of certificates.


  • Makes any contribution statement
  • Ensures balance sheet is cleaned as of acquisition date
  • Any excess cash is paid out for transaction


  • Maintains direct contact with tax authorities for the rigged scheme
  • Controls the structure fiscally

"In fact, every STAK arrangement is customized"

Hans Minnaar, founder Florijnz

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Stef Kolen
Stef KolenCorporate Finance Advisor