Attention all Pater (or Mater) Familias of the STAK! 1 July 2026 is a strict deadline

The Management and Supervision of Legal Entities Act as a Disruptor

Introduction
Many Dutch Stichting Administratiekantoor (STAK) structures were historically established with a clear objective: concentrating control in the hands of a single director, often the founder or pater familias, through decisive (multiple) voting rights. What for many years was common practice and a standard statutory arrangement has, in recent years, been restricted by law. The practical implications of this are still frequently underestimated. As of 1 July 2026, the transitional regime will lapse and statutory voting arrangements that conflict with the law will become genuinely problematic. For STAK board members, this may mean that resolutions are voidable, with all related governance and liability risks.

What does the WBTR regulate in this respect?
The Management and Supervision of Legal Entities Act (Wet bestuur en toezicht rechtspersonen – WBTR), in force since 1 July 2021 (Stb. 2020, 507), has significantly standardised governance and supervision within, inter alia, foundations. STAKs fall fully within its scope, as they are legally constituted as foundations. In this context, Article 2:291(4) of the Dutch Civil Code is particularly relevant. This provision stipulates that, although the articles of association may provide for multiple voting rights, no director may cast more votes than all other directors combined.

• Multiple voting rights remain permitted.
• Decisive voting power vested in a single individual is no longer permitted.
• This limitation is mandatory law, even where the articles of association provide otherwise.

Accordingly, a situation in which one director can always determine the outcome, as in a traditional pater familias structure, will be contrary to this legislation as from 1 July of this year.

Transitional law: why 1 July 2026 is decisive
Upon the introduction of the WBTR, transitional provisions were created for existing statutory voting arrangements that were non-compliant. However, this transitional regime expires on 1 July 2026. Up to that date, existing arrangements were permitted to remain in place. After that date, such provisions will lose their effect. Board resolutions adopted on this basis may then be voidable under Article 2:15 of the Dutch Civil Code and potentially even null and void.

What should STAK board members do now?
To avoid these risks, timely action is required. The following step-by-step plan provides guidance:

• Step 1: Review of the articles of association Map out the current voting ratios within the board. Explicitly verify whether any one director has decisive control.

• Step 2: Preparation of an amendment to the articles Design an amended voting arrangement that complies with the statutory limits. Involve a civil-law notary and relevant stakeholders in a timely manner.

• Step 3: Formal decision-making Adopt the resolution to amend the articles of association before 1 July 2026. Ensure that the decision-making process itself already complies with the law.

• Step 4: Governance documentation Update, where necessary, the board regulations and decision-making procedures. Communicate with depositary receipt holders (certificaathouders) and the underlying company.

What next? Are there alternatives?
You may well ask: within the boundaries of the law, is it still possible for one individual to retain a predominant, preferably decisive, influence?

The WBTR does not preclude a substantive concentration of decision-making power. In practice, various alternatives are applied, such as carefully balanced multiple voting rights (without a decisive majority), concentration of appointment and dismissal rights regarding STAK directors, pre-agreed approval rights for key decisions, and governance models in which one director effectively prepares and determines policy. These instruments can remain within the limits of the law, provided they are structured with due care.

That said, a clear boundary applies: structures which, in practice, result in other directors being structurally sidelined risk contravening Article 2:8 of the Dutch Civil Code (reasonableness and fairness within the legal entity). In particular where statutory equality exists only formally and decision-making is in fact consistently concentrated in one individual, judicial intervention may follow. Control can therefore still be steered, but post-WBTR this requires a transparent, proportionate and legally defensible governance architecture.

Conclusion
The WBTR marks the definitive end of decisive voting rights within STAK boards. Those who fail to amend their articles of association in time risk having their resolutions challenged and board members being held personally liable for inadequate governance. Timely adjustment is not a mere formality, but an essential component of sound corporate governance.