Decertification and dissolution of a trust office foundation (STAK)
Court of appeal blocks vote on dissolution of the STAK during ongoing proceedings
A trust office foundation (STAK) holds all the shares in a family-owned private limited company (BV). The 3,200 depositary receipts are divided equally: two family branches each hold 1,600. Within the board of the STAK — three members, two from one family and one from the other — a conflict over the direction of the business has been raging for years.
The impasse is being fought out through several legal avenues at once. In May 2025 the Amsterdam District Court dismissed all three directors and appointed a successor. In addition, inquiry proceedings are pending before the Enterprise Chamber, in which the shares in the BV have already been placed under the administration of an independent director.
A first meeting of depositary receipt holders on the dissolution failed on the quorum: under the articles of association, all depositary receipt holders had to be present. A second meeting was then convened on the basis of a disputed reading of those same articles — a two-thirds majority would suffice, without a quorum requirement. That was the immediate trigger for the interlocutory application.
A majority of the depositary receipt holders — drawn from both family branches — is pressing for decertification and dissolution of the STAK, in effect an attempt to eliminate the intermediate layer and obtain direct control over the BV. The two board members who oppose this seek an order from the court of appeal prohibiting that vote, as a provisional measure under Section 223 DCCP.
Reasonableness and fairness require the depositary receipt holders to hold off
The court of appeal grants the prohibition. The reasoning is clear. The majority of the depositary receipt holders — together representing more than two-thirds of the votes — can on paper resolve to decertify and dissolve. But such a resolution would have far-reaching consequences for everyone involved: it would fundamentally change the governance, affect the pending proceedings, and probably lead to yet more disputes.
At the same time, decertification does not achieve what the depositary receipt holders are after. The shares in the BV have been placed under administration by the Enterprise Chamber, and that will not change in the short term. Direct control is therefore an illusion. In these circumstances, the interest in preserving the existing situation outweighs the right to vote now. The court of appeal refers expressly to Section 2:8 DCC: reasonableness and fairness mean that the parties must hold off for the time being.
In procedural terms, it is relevant that the court of appeal rejects the argument that Section 2:298 DCC — which provides its own procedure for the suspension and dismissal of foundation directors — excludes, as a lex specialis, the route of Section 223 DCCP. Both routes are open alongside each other, so the court of appeal has jurisdiction to intervene by way of a provisional measure as well.
The court of appeal does, however, reject the request to suspend the opposing party as a director. All three directors are still formally in office — the district court's dismissal was not declared provisionally enforceable. In that situation, the interest in the existing situation prevails over the claimant's interest in a suspension.
What does this mean for depositary receipt holders in a governance impasse?
A majority position in a meeting of depositary receipt holders is no licence to dismantle the structure unilaterally. Certainly not where several proceedings are already pending and an independent director has been appointed. The court of appeal makes clear that Section 2:8 DCC acts as a brake on the exercise of formal powers where doing so would further damage the relationships.
For directors and depositary receipt holders in comparable STAK structures, the lesson is concrete: anyone who wishes to change the governance during an ongoing conflict must first let the existing proceedings run their course. Forcing matters through by unilateral use of voting rights leads not to control but to judicial blockades. Related topics are set out on the pages on corporate litigation and shareholder disputes.
Frequently asked questions
What is decertification of shares in a STAK?
In decertification, the depositary receipts for shares are cancelled and the depositary receipt holders obtain the underlying shares directly. The trust office foundation thereby loses its function as an intermediate layer. This fundamentally changes the control structure, because depositary receipt holders acquire voting rights that they did not have through the STAK.
Can a majority of depositary receipt holders always resolve to dissolve?
Formally, depositary receipt holders can resolve to dissolve with the required majority if the articles of association allow it. But Section 2:8 DCC sets limits: anyone who, as a person involved with a legal entity, does not behave reasonably and fairly can be reined in by the court — even where the resolution is permitted under the articles of association.
What role does the Enterprise Chamber play in a STAK dispute?
The Enterprise Chamber can order an inquiry into the policy of the underlying company and intervene by way of an immediate measure — for example by placing shares under administration. Those measures effectively limit the room for manoeuvre of the STAK and its depositary receipt holders, as this case showed.
Amsterdam Court of Appeal 29 October 2025, ECLI:NL:GHAMS:2025:3793.
Amsterdam Court of Appeal 29 October 2025, ECLI:NL:GHAMS:2025:3793.
Cited case law
Courts of Appeal: ECLI:NL:GHAMS:2025:3793