2. Proprietary rights: economic rights, including the right to dividend and the right to the value of the shares.
These two kinds of rights are kept separate by means of issuance of depositary receipts for shares, pursuant to which the proprietary rights (i.e. economic interest) remain vested in the shareholder, while the control rights are vested in a Trust Office Foundation (Stichting Administratiekantoor (STAK)).
The issuance of depository receipts for shares is effected as follows:
1. An STAK is formed by means of the inclusion of the articles of association in the deed of incorporation by the civil-law notary. The articles of association establish how the board is appointed, who is charged with the STAK's management (both with immediate effect and successively) and which powers are vested in the board. These administrative regulations are key, as the board of the STAK exercises the right to vote in the general meeting of shareholders of the private company with limited liability (B.V.) or public company with limited liability (N.V.).
2. The STAK conditions for the issuance of depository receipts for shares (i.e. trust conditions) are established in a separate notarial deed and regulate the powers of the holders of depository receipts, usually joined in a meeting of holders of depository receipts.
3. The shares of the B.V. or N.V. are transferred to the STAK by means of a notarial deed, and the STAK then issues the depository receipts of these shares to the shareholders concerned, who in that event become the holders of depository receipts. In principle, these depository receipts entail the same proprietary rights as the original shares. If, for example, the B.V. or N.V. pays a divided to the STAK or shareholders, the STAK must immediately pay this dividend to the holders of depository receipts.
The STAK must be registered with the Trade Register as soon as possible after incorporation.