Setting up a foundation always goes through a notary, who draws up the deed of incorporation with the articles of association and then registers your foundation in the KVK Commercial Register. Allow two to three weeks and € 500 to € 1,000 in notary fees, plus a registration fee of € 85.15. Below you can read step by step what you arrange, what it costs and which rules apply from day one.
What is a foundation as a legal form?
A foundation is a legal form without members that uses assets set aside for the purpose to achieve a goal stated in its articles of association. Under article 2:285 of the Dutch Civil Code that legal entity comes into being through a legal act: the notarial deed.
Legal personality means the foundation has rights and obligations of its own. The foundation enters into contracts, pays tax and answers for its own debts.
A business account for a foundation is therefore in the organisation's name and not in the name of a board member, just like the grants, the insurance policies and the rental contracts.
You do not need any start-up capital. You can set up a foundation on your own, and a legal entity such as a private limited company can also be the founder.
May a foundation make a profit?
A foundation may make a profit, as long as that profit goes towards the foundation's purpose. KVK is explicit about this: making money is not the purpose of a foundation, but you may retain a surplus and use it for the objective.
Distributing it to board members or founders is not allowed. Article 2:285(3) of the Civil Code prohibits an objective that involves distributions to founders or to people in the foundation's bodies. Distributions to others are allowed, provided they have an idealistic or social purpose: a study grant, an emergency fund or a gift to a family.
What is the difference between a foundation and an association?
The difference between a foundation and an association lies in control: an association has members who vote on important decisions, a foundation only has a board that decides for itself. You set up an association with at least two people; a foundation can be done on your own.
Registration also works differently. A foundation has to go to a notary and into the Commercial Register, while an informal association without a notarial deed does not have to register with KVK.
Rule of thumb: choose an association when you want your supporters to have a say, and a foundation when you want to carry out a purpose with a small board. If you are also weighing up a sole trader business or a private limited company, the same question about control and liability plays a part in which legal form you choose.
What do you need to set up a foundation?
To set up a foundation you need five things, and start-up capital is not one of them. The notary records these elements in the deed of incorporation:
A purpose: the description of what the foundation wants to achieve.
A name: which includes the word stichting (foundation).
A board: at least one director, appointed in accordance with the articles of association.
A registered address: the Dutch municipality where the foundation has its seat.
A notary: who executes the deed of incorporation and handles the registration.
The deed is signed in Dutch or Frisian. The Notaries Act requires an interpreter in the mother tongue if a founder does not have sufficient command of Dutch, which makes the incorporation more expensive and take longer.
How do you set up a foundation?
To set up a foundation you go through five steps:
Determine the purpose: the description that steers the rest of the incorporation.
Put the board together: the people who will govern the foundation.
Go to the notary: for the deed of incorporation with the articles of association.
Register with KVK: in the Commercial Register and the UBO register.
Arrange the finances: the account, the bookkeeping and the taxes.
Steps three and four are usually handled by the notary together.
Step 1: determine your foundation's purpose
You determine your foundation's purpose before you call a notary, because that description steers everything that follows. The description of the purpose determines whether you qualify for public benefit organisation (ANBI) status, whether the Dutch Tax and Customs Administration sees your activities as a business and which grant schemes are open to you.
Word the purpose broadly enough to grow into and narrowly enough to stay recognisable. Amending your articles of association is only possible later through a new notarial deed.
Step 2: put your foundation's board together
By law your foundation's board consists of at least one person; in practice usually of three roles:
The chair: leads the meetings and represents the foundation externally.
The secretary: looks after the minutes, the articles of association and the details in the Commercial Register.
The treasurer: keeps the books and monitors income and expenditure.
Larger foundations add a supervisory board to that.
The board as a whole has joint signing authority. In the articles of association you set down that a single director may sign independently, if you want to depart from that main rule.
Step 3: have the notary draw up the deed of incorporation
The notary draws up the deed of incorporation and incorporates your foundation's articles of association into it. Under article 2:286 of the Civil Code a foundation comes into being solely by notarial deed or by will, so there is no route without a notary.
The notary checks whether the articles of association contain all the legally required elements and is personally liable for the damage if something is missing. You first receive a draft deed, on average within ten working days, and then sign at the office.
Step 4: register your foundation with KVK
Registering your foundation with KVK is a legal requirement and is usually done by the notary, together with the filing in the UBO register. The registration fee is € 85.15, is a one-off and is tax-deductible for entrepreneurs.
Board members of a foundation that has not yet been registered are personally liable for legal acts they perform on the foundation's behalf. So do not delay registration.
A foundation's ultimate beneficial owners are usually the board members themselves. Since 1 January 2026 the Financial and Economic Integrity Service of the Ministry of Finance actively checks whether that filing is correct and complete, with an administrative fine of up to € 27,500 as the heaviest sanction.
Step 5: arrange your foundation's finances
You arrange your foundation's finances immediately after registration, because the Dutch Tax and Customs Administration sends notification about the VAT numbers within two weeks.
An account in the foundation's name is the first practical step there: membership fees, donations and grants come in on it. A foundation keeps records and retains them for seven years.
According to the government's Ondernemersplein, the obligation to file the annual accounts with KVK only applies to a foundation running a business with turnover of at least € 7.5 million for two consecutive financial years, so to virtually no start-up foundation.
What has to be in a foundation's articles of association?
Under article 2:286(4) of the Civil Code a foundation's articles of association contain five mandatory elements. The notary includes them as standard:
The name: with the word stichting (foundation) as part of the name.
The purpose: what the foundation wants to achieve.
The appointment and dismissal of directors: how you appoint directors and remove them again.
The seat: the Dutch municipality where the foundation is established.
The destination of any surplus: where the money goes if the foundation ceases to exist.
Alongside the articles of association you draw up internal rules, although that is not mandatory. Useful, because amending the articles is only possible through the notary while you can adjust the internal rules yourself.
What does the WBTR require of the articles of association?
The WBTR sets three requirements for a foundation's articles of association. The Management and Supervision of Legal Entities Act has applied since 1 July 2021 and the transitional period ended on 1 July 2026:
Conflict of interest: a director with a conflict of interest does not take part in the deliberation and decision-making on that subject.
Multiple voting rights: no director may cast more votes than all the other directors combined.
Absence and vacancy: the articles of association describe what happens when a director drops out temporarily or permanently.
New articles of association meet these automatically, because the notary includes the statutory arrangement. Existing foundations with an old voting-rights arrangement lost it on 1 July 2026.
What does setting up a foundation cost?
According to KVK, setting up a foundation costs € 500 to € 1,000 in notary fees, while Ondernemersplein gives a range of € 500 to € 1,500. Online notary packages with standard articles of association sit at the lower end of that range, excluding VAT and disbursements.
On top of that comes the one-off registration fee of € 85.15, an amount KVK indexes annually. KVK also allows for € 600 to € 1,800 per year in administration costs, depending on how much you outsource to a bookkeeper.
The lead time is two to three weeks. The draft deed takes about ten working days, signing and registering then takes a few more days, and the KVK number arrives by post at your foundation's postal address.
Can you set up a foundation for free?
No, you cannot set up a foundation for free, because the notarial deed is a legal requirement and the notary charges for it. Cheaper is possible: standard articles of association through an online notary package save hundreds of euros compared with bespoke work.
Bespoke work is needed as soon as your foundation departs from the standard model. A foundation that holds shares in a private limited company or that receives third-party funds falls outside the online packages and calls for a conversation with the notary.
Can you set up a foundation online?
You cannot set up a foundation entirely online, because the digital notarial deed only exists for the private limited company. Since 1 January 2024 the Digital Incorporation of Private Limited Companies Act has made it possible to incorporate a BV via a secure video connection; that route does not apply to foundations.
Online you do arrange the application, the draft articles of association and the contact with the notary. For signing the deed you still come to the office.
Which taxes does a foundation pay?
A foundation pays tax as soon as it runs a business, and otherwise usually not. Three types come into play:
Corporate income tax: on the profit, with two exemption thresholds.
VAT: on turnover from goods and services provided for a consideration.
Payroll taxes: as soon as the foundation takes on staff.
When does a foundation pay corporate income tax?
A foundation pays corporate income tax to the extent that it runs a business, although the Dutch Tax and Customs Administration applies two exemption thresholds:
The annual threshold: the taxable profit in a year is no higher than € 15,000.
The five-year threshold: that year's profit together with the four preceding years stays below € 75,000.
The assessment is factual, not based on the articles of association. A foundation that structurally makes a profit is deemed to have a profit motive, regardless of what the articles say. In 2022 the Supreme Court ruled that the € 75,000 threshold also applies in full to a foundation that has existed for less than five years.
When is a foundation liable for VAT?
A foundation is liable for VAT as soon as it regularly supplies goods or services for a consideration. Membership fees, entrance fees, canteen turnover and sponsorship contributions all count towards that.
Filing a return is not always necessary. The activities may be exempt, for instance in sport, youth work, education or the socio-cultural sector. You can also opt for the Small Businesses Scheme if turnover stays below € 20,000 per calendar year; you then charge no VAT and also cannot reclaim the VAT on purchases.
What does ANBI status give your foundation?
ANBI status gives your foundation exemption from gift and inheritance tax and makes donations deductible for donors. The Dutch Tax and Customs Administration grants the status to institutions that devote at least 90% of their activities to the public benefit.
The conditions are strict. Directors receive no pay for their board duties, the foundation holds no more assets than is reasonably necessary, and a fixed set of details has to be published on the website. On dissolution any surplus goes to another ANBI.
What is a foundation's board liable for?
A foundation's board is in principle not liable with personal assets, because the foundation is a legal entity in its own right with its own debts. In the event of manifestly improper management that changes and directors can be held personally liable.
Two administrative slips cost directors money most often:
Reporting a change of board too late: a director who has stepped down but is still in the Commercial Register remains liable, so report the change to KVK within eight days.
Acting before registration: agreements you make on behalf of a foundation that is not yet registered are for your own account.
Directors' liability insurance covers the risk that remains after that.
What does "foundation in formation" mean?
"Foundation in formation" means the deed has not yet been executed or the registration is still in progress, while you are already acting on the organisation's behalf. In that phase directors are personally liable for everything they agree on the foundation's behalf.
So keep that period short. Preferably only sign contracts, rent premises or receive money after registration with KVK.
How do you arrange your foundation's finances?
You arrange your foundation's finances with an account in the foundation's name, linked to the board members who need access to it. At GoDutch you apply for that account in 3 minutes and have your IBAN and card within 1 day.
The account simply stays in place when the board changes; you only adjust the access. Every board member and the audit committee get their own rights, so the treasurer is not the only one with an overview.
Your foundation collects membership fees and donations by direct debit, neatly visible in your overview. For foundations, associations and homeowners' associations GoDutch applies a 0% VAT rate, and the support team is available 24/7 with real people.
Open a business account for your foundation
Your deed has been executed and your foundation is registered with KVK. Then open a business account for your foundation at GoDutch: free to start, applied for in 3 minutes and operational within 1 day, so your money goes towards your purpose instead of towards fixed costs.
FAQ
Frequently asked questions about setting up a foundation
Can you set up a foundation on your own?
Yes, you can set up a foundation on your own. One founder and one director is legally sufficient. A board of three people is common because it divides tasks and allows mutual oversight, and grant providers often ask for it. A legal entity such as a private limited company can also be the founder.
How long does setting up a foundation take?
Setting up a foundation takes two to three weeks. The notary delivers the draft deed within ten working days on average, after which you sign at the office and registration with KVK follows. The KVK number arrives by post, and the Dutch Tax and Customs Administration sends notification about the VAT numbers within two weeks.
Can you pay yourself a salary as a board member of a foundation?
Paying a salary to a director of a foundation is allowed, but only where there is a relationship of authority and at a level of pay that fits the work. More commonly used are attendance fees per meeting and an expense allowance. In 2026 the tax-free volunteer allowance is a maximum of € 5.75 per hour, € 220 per month and € 2,200 per year.
What is the difference between a stichting and a foundation?
Foundation is the English translation of stichting; there is no separate Dutch legal form by that name. A Dutch foundation that operates internationally often presents itself in English as a foundation. The incorporation runs exactly the same way: notarial deed, articles of association and registration in the Commercial Register.
Does a foundation need its own account?
A separate account is not a legal requirement for a foundation, but in practice it is indispensable. The foundation is a separate legal entity, so its money stays separate from directors' private money. For a sole trader business it is different, because there it depends on your situation whether a business account is mandatory.
How many board members does a foundation need at minimum?
A foundation needs at least one board member. The law sets no higher minimum and the articles of association determine the rest. A board with a chair, a secretary and a treasurer is common in practice. With a single director the conflict-of-interest arrangement deserves extra attention, because there is nobody to consult.
