Incorporation of a foundation

Notarial deed

A foundation is incorporated by notarial deed. The deed contains the foundation’s articles of association. The articles of association must include at least the following provisions:

• the name of the foundation, with the word ‘stichting’ (‘foundation’) forming part of the name;
• the objective of the foundation;
• the procedure for the appointment and dismissal of board members;
• the municipality in the Netherlands where it has its registered office;
• the allocation of any remaining funds upon the dissolution of the foundation.

Registration in the Business Register of the Chamber of Commerce

The board members are required to register the foundation and its board members in the Business Register by filing an authentic copy of the deed of incorporation, containing the articles of association, with the Business Register of the Chamber of Commerce. The names and domiciles of the founders must also be registered, as must the personal details of all those authorised to represent the foundation by law or under the articles of association. Until this registration has taken place, each board member is jointly and severally liable alongside the foundation for legal acts entered into on behalf of the foundation.

UBO of a foundation

The Ultimate Beneficial Owner (UBO) is the ultimate stakeholder in the foundation. The UBO is a natural person who holds more than 25% interest or control in the foundation. The purpose of this registration is to prevent the misuse of the financial system for money laundering and terrorist financing. A foundation is required to register a UBO in the UBO Register of the Chamber of Commerce. In practice, it is common for a foundation to have no UBO, as it often represents interests broader than those of a select group of persons. Nevertheless, a declaration must still be made. In such cases, the names of the board members are generally recorded in the UBO Register as ‘pseudo-UBOs’.