A depositary receipt for shares is not the share itself. In a STAK structure, the trust office foundation generally holds the shares and the receipt holder receives associated economic rights under the agreed arrangements. In a dispute, first identify which right you have against which party. An objection to the STAK board is not automatically a claim against the underlying BV. A business lawyer can assess the structure, access to information and desired measure. This guide helps prepare a dispute without promising every receipt holder identical control or access to proceedings.
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1. Clarify the structure and your position
Collect the STAK's articles, administration terms, receipt-holder register and acquisition documents. Add the underlying BV's articles and shareholder register where available. Prepare a simple overview of who holds the shares, who exercises voting rights and who directs each entity. Note overlapping personnel: one person may hold several roles, but those roles do not necessarily have the same interests or powers.
Then record the rights attached to your receipts. Have meeting rights in the BV been granted, is there a receipt-holders' meeting and what powers does it have? KVK stresses the importance of a shareholder register recording rights. For your receipts, read their specific administration terms too. A participation brochure or colleague's experience does not establish that your legal position is identical.
2. Identify the conduct challenged
Specify the problem: missing financial information, received dividends not passed on, receipts issued or a refused transfer? For each issue, identify the acting party and document governing the power or obligation. A BV that has not yet distributed a dividend differs from a STAK that fails to pass on money received. Disappointing value development also does not itself prove misconduct by the STAK board.
Record the outcome sought and its connection to the problem. You may need information to assess a valuation proposal while the other party reads your letter as a demand for immediate sale. An overview of action, party, basis and desired solution prevents procedures working at cross purposes. Identify established matters and missing information too. Do not present suspicions as proven fraud or misappropriation.
3. Request information for a clear reason
Send a focused written request to the correct party. Identify the information, relevant period and purpose. For example, request explanation of an announced transaction instead of demanding all records without explanation. Keep the request, dispatch evidence and answer. In close relationships, duties of care and information differences may have additional importance, but the specific structure and interests remain decisive. Economic interest alone does not automatically give a receipt holder all board information.
Case law on STAK structures shows that relationships between the board, receipt holders and underlying business require factual examination. Dual roles may raise questions about information and representation of interests. This is no general rule that every refusal is unlawful. Ask a lawyer to assess what information is necessary, whether a legitimate confidentiality interest exists and whether limited or secure access could solve the issue.
4. Check decision-making and binding effect
Request the challenged decision's wording, agenda, minutes and the authority provision relied on. Check whether the STAK board decides or the receipt-holders' meeting has its own power. A majority of receipt holders cannot simply replace the board or end certification without a legal basis. Conversely, the board must comply with the structure and administration terms applicable to the relationship.
For proposed amendments, transfer or decertification, clarify whose consent and what steps are required. Agreeing to one practical item may have broader consequences where wording is wide. Before signing, ask which rights change, what price arrangement applies and how outstanding distributions are handled. Do not sign merely because the structure is said to become administratively simpler; have the meaning for your position explained.
5. Choose the correct opposing party and procedure
Enforcing administration terms may differ from challenging a foundation's decision or applying for action concerning its board. For foundations, Article 2:298 of the Dutch Civil Code provides a court route concerning dismissal of directors under statutory conditions. Interested-party status and grounds require specific substantiation. Conflict or lost trust does not, without further assessment, automatically secure a favourable order. Ask what interim protection may fit the chosen route.
Inquiry proceedings may concern policy and business affairs in the underlying company under certain conditions. That does not automatically make the STAK itself directly subject to an inquiry for every dispute. Possible options under the current shareholder dispute procedure also require examination of receipt type, statutory conditions and desired outcome. Establish eligibility for each party and entity. Including everyone in one letter does not mean one court procedure settles all their relationships.
6. Monitor implementation, value and possible settlement
If a sale, issue or amendment is imminent, collect its scheduled date and consequences. Explain the threatened harm and why later correction may be insufficient. A lawyer can assess targeted temporary relief. Distinguish an objection from an actual implementation prohibition obtained. Monitor statutory expiry periods for challenging decisions and other relevant deadlines separately; lengthy discussions do not generally guarantee preservation of rights.
Where sale of receipts offers a solution, valuation, transfer restrictions and payment need separate attention. Check the reference date, expert, costs and information basis. Also discuss dividends, personal security and employment or participation-plan duties where applicable. A general final settlement may do more than determine the price. Record which parties grant releases and which claims remain. A price indication without workable transfer arrangements does not yet end the dispute.
7. Fictional example and your initial file
Suppose an employee holds receipts and learns that the STAK supports a sale of the underlying business. He requests a valuation report but receives only a total amount. Investigation starts with his receipt rights, the STAK's role and why the report is needed. A targeted information request or another step can then be chosen. This fictional example guarantees neither access nor a different sale price. It shows why the legal structure must first be clear before a useful measure can be formulated.
Bring articles, administration terms, participation arrangements, registers and correspondence. Add challenged decisions and scheduled implementation dates. Describe whether you want information, correction, different management or a departure settlement. Ask who the client is and which other advisers are involved. Agree costs and initial work, and record who follows up deadlines and missing documents. Advice can then focus on your actual right rather than a general conflict with everyone in the structure.
Frequently asked questions
Do receipt holders have the same voting rights as shareholders?
Not automatically. Examine certification, articles, administration terms and any meeting rights. Economic rights and control may be separate.
Can I dismiss the STAK board myself?
That depends on the legal structure and powers. A court route under Article 2:298 of the Dutch Civil Code has its own conditions and is not an automatic result of dissatisfaction.
Can I always request an inquiry into the STAK?
No. The scope of and eligibility for inquiry proceedings require examination for each legal entity and position. A possible route concerning the underlying BV is a separate question.
Sources
These sources relate to this page. For a specific case, check current rules and your own documents.
- Burgerlijk Wetboek Boek 2 — artikelen 8, 15 en 298 en enquêterecht Accessed: 2026-10-23
- Rechtbank Amsterdam — ECLI:NL:RBAMS:2024:6309 Accessed: 2026-10-23
- Parket Hoge Raad — ECLI:NL:PHR:2023:89 Accessed: 2026-10-23
- KVK — aandeelhoudersregister Accessed: 2026-10-23
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