SPDF Group Newsletter June 2019

Dutch Foundation

General features Dutch STAK

A STAK, as any Dutch foundation, is a legal entity under Dutch law. A STAK does not have shareholders, members or partners, but a board of directors that is responsible for the management of the STAK. The objects of a STAK are to acquire and administer assets, such as shares in other entities, under the title of administration. In exchange for the contributed assets the STAK issues depository receipts to the contributors.

The corporate documents of the STAK consist of its articles of association and the trust conditions (containing the arrangements where under the STAK holds and administers assets for the risk and account of the depository receipt holders).

As a consequence, the legal ownership of the assets is separated from the economic ownership. The STAK, being a legal entity, has full legal title to the assets that it administers. On the basis of the trust conditions, the STAK must generally pass on all proceeds from the assets that it administers to the depository receipt holders. Therefore, the full economic ownership of the assets remains with the depository receipt holders. The depository receipt holders can maintain full control over the assets administered by the STAK by appointing trusted persons as members of the board of directors of the STAK.

The STAK may only sell its assets if it transfers the proceeds directly to the depositary receipt holders. The STAK may not pledge the assets and proceeds received by the STAK should be immediately transferred to the depositary receipt holders. The depositary receipts can only be cancelled through a transfer of the corresponding assets to the depositary receipt holders.

Confidentiality

The identity of the depository receipt holders remains undisclosed in public records. If a STAK is the sole shareholder of a Dutch BV, the registration of the BV in the trade register with the Dutch Chamber of Commerce only discloses its sole shareholder, being the STAK. It should be taken into account that the members of the board of directors will be disclosed.

Therefore, generally a trust service provider is appointed as a representative in the board of directors.

Filing

All foreign financial accounts with a minimum value of $10,000 or more at any time during the calendar year must be reported. A financial account includes, but is not limited to, a security, brokerage, savings, demand, checking, deposit, time deposit, or other account maintained with a financial institution (or other person performing the services of a financial institution). A financial account also includes a commodity futures or options account, an insurance policy with a cash value (such as a whole life insurance policy), an annuity policy with a cash value and shares in a mutual fund or similar pooled fund (i.e., a fund that is available to the general public with a regular net asset value determination and regular redemption).

You are exempt from filing the FBAR if your company did not have any Foreign Financial Accounts in 2018, or if the maximum value of the Foreign Financial Accounts at any time during the year 2018 did not exceed $9,999 USD.

FBAR Filing

All FBAR filings should have been submitted to the Department of Treasury no later than April 15, 2019. However, if you did not file by April 15, 2019, an automatic extension was granted to allow companies to file until October 15, 2019.

SPDF LATAM

We are pleased to welcome you to our office in Bogota. The address is Calle 105, nr. 15-87, apto 502, 110011 Bogota, tel.: 0057 1 222 3112

SPDF Membership

STEP member

We are pleased to announce that a second member of our team in The Netherlands has joined STEP.

 

ACAMS member

We are pleased to announce that our global compliance officer has joined ACAMS and is certified Anti-Money Laundering Specialist .

INSTEX

Europe Circumvents U.S. Sanctions on Iran

The three governments announced the successful implementation of INSTEX at a meeting of the Joint Commission of the Joint Comprehensive Plan of Action (JCPOA) on June 28, 2019. The meeting was chaired on behalf of the EU by the Secretary General of the European External Action Service (EEAS), Helga Schmid, and was attended by representatives of China, France, Germany, Russia, the United Kingdom, and Iran.

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