Business succession with a trust office foundation: father not reinstated as director
Business succession in a family company is often carefully structured from a tax and legal perspective. But what if the new division of roles is not accepted? The preliminary relief judge of the North Holland District Court ruled on this on 16 October 2026 (ECLI:NL:RBNHO:2026:14236).
The facts
An entrepreneur used the Dutch business succession tax facility (BOR) to gift the shares in the top holding of his business to his daughter and son. A trust office foundation (STAK) holds the shares; the children are depositary receipt holders and formed the STAK board together with their father. In May 2026 they dismissed him as STAK director. In summary proceedings, the father sought reinstatement in that position and as statutory director of the top holding.
The judge's considerations
The judge considered that the core of the conflict lay in a difference of view on what the transfer meant for the father's position. The documents suggested that he found it hard to accept the limits of his role. On a provisional assessment, the dismissal for serious reasons would stand in proceedings on the merits; the company's interest in continuing under its current governance weighed more heavily. The claims for reinstatement were rejected.
At the same time, the judge noted that nothing had been put in writing on how the business would be managed in broad terms or how far the father's operational involvement would extend.
Practical tips
In a business succession, record which role the outgoing entrepreneur keeps after the transfer, and which he does not.
Set out in the STAK's articles and administration conditions how directors are appointed and dismissed.
Describe how an advisory board or other consultation bodies operate, so that expectations can be tested.
Source: ECLI:NL:RBNHO:2026:14236
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