A founder can be ready to pass value to a child before being ready to leave the steering wheel. In many Dutch family firms, that is the appeal of a STAK, the stichting administratiekantoor. The foundation holds the shares. The child receives certificates. The company keeps running.
The economic route comes first
In an Amsterdam Court of Appeal ruling on 28 May 2026, ECLI:NL:GHAMS:2026:1492, that setup sat under transfer tax pressure. A father had placed BV shares in a STAK. The STAK issued certificates. The BV exploited real estate through subsidiaries. On 26 January 2017, he gifted all certificates to his child.
The return followed on 20 February 2017. The file concerned a fictitious immovable property acquisition under article 4 WBR and invoked the family business succession exemption in article 15(1)(b) WBR. The inspector later imposed an additional assessment running into millions, with substantial tax interest. The Court of Appeal confirmed the reduced outcome.
That is the business tension. A family may think it is moving paper inside a company group. Dutch transfer tax may see a much larger object.
Where the tax starts
Article 4 WBR treats certain interests in real-estate-rich entities as fictitious immovable property. In plain English, a share or certificate can carry transfer tax even when no building changes hands and no tenant notices a new landlord.
Article 15(1)(b) WBR gives a family business succession exemption under conditions. It applies to qualifying family members who acquire business assets from an entrepreneur, if the whole business operation continues with the acquirer or acquirers, also in phases.
Those words matter. They ask who transfers, who receives, what belongs to the business, and whether the business continues. In the Amsterdam judgment, the BV carried on a material business. That point was not in dispute.
Belastingdienst guidance makes the cash side clear. Business property, and shares in a BV or NV whose assets mainly consist of real estate, can trigger transfer tax. For 2026, the rate for non-residential real estate is 10.4 percent. Economic ownership of real or fictitious immovable property must also be reported within two weeks.
Legal form is not the whole story
A small family company can feel calm at the kitchen table and still carry a large exposure. Staff arrive on Monday. Invoices go out. The bank sees the same building. Yet one wrong assumption about certificates can move the file from succession planning into transfer tax.
Control is the hard part
A STAK is useful because it separates control from economic value. That is also why tax policy watches it closely. The foundation holds the legal shares and voting rights. The certificate holder usually holds the economic interest.
Good family governance may need that split. Transfer tax policy often does not like it.
The Besluit Ondernemingsfaciliteiten, in force from 1 July 2025, is strict. It says the exemption may apply to family transfers of shares in an onroerendezaaklichaam if a material business is carried on. It also says full control must pass through the acquisition of all shares, whether or not in phases.
For certificates in such a real-estate-rich entity, the policy says the exemption does not apply. Certificates move economic interest, but not control. There are separate approvals for certain certification situations, but that is not a general comfort letter.
The Amsterdam judgment sits on that fault line. Economic interest, business continuation, and formal control do not always speak with one voice. That is enough to make the file worth reading twice before the notary signs.
The Hoge Raad added another boundary in ECLI:NL:HR:2026:568 on 10 April 2026. The doorkijkarresten do not create general fiscal transparency for transfer tax. They concern the object obtained, such as shares in an onroerendezaaklichaam instead of direct real estate. They are not a free look-through of every person and every step.
That matters because easy substance-over-form language can make a file look simpler than it is. The legal route still has to carry the business story.
Succession is a sequence
Family succession rarely happens in one clean movement. A founder may first certify shares, then gift certificates, then adjust board powers, then refinance, then contribute assets or interests into another BV. Each step can make sense on its own. Together, they form the tax and governance record.
A Belastingdienst knowledge group position from January 2026 shows the calendar risk. The child must continue the whole business operation. A phased transfer can be conditionally exempt if there is a concrete takeover plan. An interim contribution into a BV before completion can lead to withdrawal of the earlier exemption for the relevant part in that fact pattern.
Follow one revenue stream
That position is not the STAK certificate case. It still teaches the right practical lesson. The order of signatures, minutes, gifts, contributions, filings, and restructurings can matter as much as family intention.
There is another trap in language. Families often speak about the BOR as if one rule covers every succession. It does not. The inheritance and gift tax business succession scheme is separate from the WBR transfer-tax exemption. One regime cannot quietly replace the other.
Back at the family table, that distinction changes the conversation. The daughter may receive economic value. The father may still influence the STAK. The company may still operate from the same premises. The lender may later ask for a cleaner ownership picture. None of that is automatically wrong. It still needs one coherent story.
The file becomes a cash conversation
This is why STAK succession looks like a control issue before it looks like a tax memo. The useful question is what the file would show to four readers: the successor, the notary, the tax inspector, and the bank.
DNB reported in May 2026 that Dutch banks had lent €340 billion to the business sector as of March, with just under half going to SMEs. DNB also noted that SMEs often pay slightly higher rates, partly because of smaller loans and information gaps in risk assessment. A disputed transfer-tax position can become exactly such an information gap.
CBS gives the same pressure a wider setting. At the start of Q2 2026, business confidence had fallen to -14.8. Labour shortage was the main obstacle for 30.1 percent of businesses, insufficient demand for 19.6 percent, and financial constraints for 10.9 percent. CBS also reported higher legal services turnover and higher notary prices in Q1 2026.
Clean planning is not cheap. Late repair is often worse.
The practical test is simple, even if the law is not. Can the family explain what moved, why it moved, who controls it, where the economic value sits, how the business continues, and what cash is at stake if the exemption is challenged?
If that story is clear before the deed, the STAK can serve succession instead of obscuring it. If the story only appears after questions arrive, the family has more than a tax problem. It has a governance problem with a tax rate attached.
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