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Welcome to our comprehensive guide on setting up a Dutch Foundation (Stichting) in the Netherlands. This piece is dedicated to entrepreneurs with a vision to make a difference, those who are considering the Netherlands as their base for launching a non-profit organization (NGO).

Table of Contents

1. Understanding the Dutch Stichting
2. Key Features of a Dutch Foundation
3. Types of Dutch Foundations
4. How to Establish a Dutch Foundation
5. Benefits of ANBI Status for Dutch Foundations
6. How to Acquire ANBI Status
7. Understanding the Dutch SSBI
8. Benefits and Conditions for SSBI Status
9. Tax Implications for Dutch Foundations
10. Registration with Dutch House of Companies
11. Globalisation as a Service with Dutch House of Companies
12. Concluding Thoughts

Understanding the Dutch Stichting

A Dutch Stichting, or in English parlance, a Dutch Foundation, is a legal entity recognized in the Netherlands. Unlike typical corporations that aim for profit, the Stichting is set up with a social or idealistic objective at its core. This means, the foundation doesn’t aspire to generate profit. If it does, the profit must be directed towards accomplishing its mission.

Key Features of a Dutch Foundation

A Dutch Foundation is characterized by several key attributes:

• It is established by a notarized deed, which includes its articles of association.
• The foundation doesn’t have any shareholders or members. Thus, no general meetings are required for decision-making.
• The board of directors is the primary governing body. The board can also appoint a supervisory board for oversight.
• The foundation is a legal person, limiting the liability of its board members, except in cases of mismanagement, negligence, or failure to register the foundation with the Dutch Business Register.
• All board members possess signing authority, allowing them to make contracts and perform legal acts on behalf of the foundation.

Types of Dutch Foundations

A Dutch Foundation can take various forms, depending on its objectives. These include:

• Private Foundation: This is a common type of foundation in the Netherlands, often used for wealth management purposes. High-net-worth individuals relocate to the Netherlands and use the family foundation to oversee their wealth.
• Charitable Foundation: If the foundation’s mission is to serve a public benefit, such as a charity, cultural or scientific institution, it can apply for an ANBI status which provides tax benefits.
• Special Purpose Foundation: The foundation can be registered as a holding company if created as a special purpose vehicle (SPV). This offers the founders greater protection for their investments.

How to Establish a Dutch Foundation

Starting a Dutch Foundation is straightforward. It doesn’t require any governmental approval or licenses. The foundation is created through a deed drafted by a Dutch public notary, which is then deposited at the Dutch Chamber of Commerce. The deed should include essential details like the foundation’s name, information about assets, the purpose of the foundation, information about directors and managers, and the local address of the foundation.

Benefits of ANBI Status for Dutch Foundations

ANBI, which stands for “Algemeen nut beogende instellingen”, translates to “institutions aiming for the general good”. ANBI status provides several tax benefits, such as exemption from inheritance and gift taxes, and refunds for energy tax. Furthermore, founders can also deduct donations from their income or corporate income tax.

How to Acquire ANBI Status

To qualify for ANBI status, an organization must meet all conditions and criteria set by the Dutch Tax Authorities. These include that 90% of all activities need to serve the public benefit, the organization does not strive to generate profit except for funding the public benefit, and all members and personnel must meet strict integrity requirements.

Understanding the Dutch SSBI

SSBI, which stands for “Sociaal belang behartigende instellingen”, translates as “social interest promoting institutions”. SSBIs are organizations that serve the interest of their members or a small target group. They are not required to pay profit tax.

Benefits and Conditions for SSBI Status

To qualify for SSBI status, an organization must meet all conditions and criteria set by the Dutch Tax Authorities. These include pursuing a social interest, actual activities align with the pursuit of social interest, the organization doesn’t pay profit tax or is exempt from this, and the organization must be located in the European Union, BES Island, Aruba, Curaçao or Sint Maarten.

Tax Implications for Dutch Foundations

Dutch Foundations are subject to certain tax obligations. While foundations maintaining a foundation are exempt from corporate income tax and VAT, those operating as a business must pay corporate tax. Special purpose foundations receiving funds from third parties are exempt from withholding taxes on interest payments.

Registration with Dutch House of Companies

The Dutch House of Companies offers a self-governance portal to start a business in the Netherlands without a visit, at a fixed yearly fee. It simplifies the process of setting up and managing businesses overseas, making legal processes more understandable and actionable.

Globalisation as a Service with Dutch House of Companies

Founded by Dennis Vermeulen in Cyprus in 2007, House of Companies has expanded to multiple European countries and Dubai, setting up over 10,000 entities. After selling the agency to Bolder Group, the focus shifted to empowering clients and supporting international entrepreneurs. The vision of ‘Globalisation as a Service’ involves disrupting traditional consultancy practices and making legal processes more understandable.

Concluding Thoughts

As we’ve explored, starting a Dutch Stichting or Foundation can be an effective way to establish an NGO in the Netherlands. This legal entity offers a plethora of benefits, particularly for those with a more idealistic goal. As you embark on this journey, remember to consider the nuances of Dutch law, the tax implications, and the potential for acquiring ANBI or SSBI status. With the right guidance and preparation, your Dutch Foundation can serve as a powerful tool for making a difference in the world.