A common scenario: you want a new colleague to start ASAP, but the notarial deed of your stichting won't be signed yet for a few weeks. This page explains how to handle it.
This page entails general guidance, not legal advice. When in doubt, have an employment lawyer look at the paperwork. A one-hour review is cheap compared to fixing this afterwards.
The core problem
A stichting only exists as a legal entity once the notarial deed is executed (art. 2:286 BW). Before that moment there is no employer, so the foundation itself cannot enter into an employment contract with anyone, including its future director.
Recommended approach: sign after incorporation, backdate the start date
Once the stichting exists:
The stichting and the employee sign an employment contract with retroactive effect : the contract states the originally intended start date as the commencement date, even though signing happens weeks or months later. Use today's date as the signature date; only the commencement date goes in the past. Falsifying the signature date (antedateren) is a criminal offence (art. 225 Sr).
The stichting pays out the salary for the intervening months immediately as back pay.
State explicitly in the contract what applies retroactively: salary, holiday accrual, probation period, seniority.
Have the payroll administrator file retroactive wage tax returns (loonaangifte)for the missed months — doable, but must be done properly in one go.
This is a well-established practice. As long as the employee agrees and back pay is settled cleanly, the employment-law risk is low.
What to do in the gap months
If the person is already working before incorporation, pick one of these options:
Option 1: Keep it informal, document by email. Agree in writing (email suffices) who does what and what the pay arrangement will be, then formalise everything retroactively after incorporation. Most common at small nonprofits for gaps up to ~3 months.
Option 2: Use an existing related entity as interim employer or client. A parent organisation or affiliated stichting contracts the person temporarily and recharges the cost to the new entity later.
Option 3: Founder pays privately as a loan to the stichting. If salary genuinely can't wait, a founder advances it personally, documented as a claim on the stichting, settled after the bank account opens.
Key risks in the gap period:
No social security cover. UWV does not recognise retroactive effect for benefit accrual (WW, ZW, WIA). If the person falls ill or has an accident before the contract exists, there is no cover. This is the main real risk. Make sure the person understands and accepts it.
Pension. If a sector pension fund (bedrijfstakpensioenfonds) applies, retroactive enrolment is not always possible. Check with the fund.
Disguised employment with a founder. If someone works substantially before incorporation without any paperwork, they may argue an employment relationship arose with a founder personally. Written email agreements reduce this risk.
Acting "namens de stichting i.o." (we don't recommend it)
Dutch law allows founders to act on behalf of an entity in formation, with the entity ratifying (bekrachtigen) those acts after incorporation. For stichtingen this rests on analogous application of the BV rules (HR 24 January 1997, Stichting Diva). The case law is thin for employment contracts specifically, and the founder is personally liable until ratification: until then, the founder (not the stichting) is the employee's counterparty and carries all employer obligations, including wage payments, two years of sick pay and dismissal protection. If incorporation falls through, the founder stays on the hook. The recommended options above avoids this entirely, because no contract exists until the stichting does. Given those cleaner alternatives, we don't advise this route to clients.