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Steward-ownership: putting the mission at the centre of enterprise

The traditional corporate structure generally revolves around shareholder value: providers of capital are entitled both to profits and to control. While this model operates efficiently, it also renders a company vulnerable to pressure arising from short-term interests. As a result, entrepreneurs are increasingly asking how they can structure their businesses in such a way that the company’s purpose – its mission – remains central, even when ownership or management changes at a later stage.

One structure that is gaining visibility and interest in this context is steward-ownership. This structure places the company and its objectives at the center and limits the influence of external capital providers. This is achieved by structurally separating control from economic rights. In essence, steward-ownership revolves around self-governance and profit allocation: control rests with individuals or bodies that safeguard the mission, while profits flow only to a limited extent to investors and are otherwise largely retained for the benefit of the company itself. Well-known examples of companies that have adopted steward-ownership include Patagonia, Carl Zeiss and Bosch.

The discussion on the legal structuring of steward-ownership received renewed momentum in 2025 with the publication of the proposal for the steward-owned company (rentmeestervennootschap). This legal form has been developed to structurally embed the principles of self-governance and mission-driven enterprise. The 2026–2030 Dutch government coalition agreement builds on this: it provides that the steward-owned company will be introduced as a statutory legal form. This suggests that the Dutch government intends to move from practical models to an explicit statutory framework.

Legal structuring

The Netherlands does not (yet) have a separate legal form for steward-ownership. In practice, a combination of a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (B.V.) and a foundation (stichting) is most commonly used, although other variants exist. The core principles remain the same: control remains in the hands of mission custodians (the so-called stewards), while economic rights are limited.

The role of the stewards is crucial. They safeguard the mission and make the key decisions regarding the company’s direction. Their position should primarily be seen as a responsibility: they manage the company on behalf of its central purpose, rather than acting on the basis of a tradable interest. The appointed stewards are often founders or employees, but external parties may also act as stewards, provided they demonstrably commit to the mission.

Steward-ownership can be structured in a variety of ways. A commonly used structure involves the use of a foundation which holds the shares in B.V. and transfers economic interests to investors through depositary receipts, typically with a capped return. Alternatively, different classes of shares may be issued by the B.V., such as non-voting shares for investors or non-profit-sharing shares for stewards. Both approaches ensure that economic interest and control are structurally separated.

Another possibility for separating economic ownership and control is a structure involving a limited partnership (commanditaire vennootschap). In such a model, the managing partners (beherende vennoten) act as stewards and bear responsibility for the mission and the conduct of the business, while the limited partners (commanditaire vennoten) provide capital only, in exchange for a contractually limited return.

Whichever form is chosen, the implementation requires tailor-made solutions. A central role is played by the articles of association, administration conditions, and shareholders’ or partnership agreements. These documents regulate not only the formal structure, but also how the mission is safeguarded, the allocation of control rights, and arrangements regarding profit allocation. By carefully aligning these instruments, it can be ensured that the mission remains protected and that future directors or investors cannot dilute the company’s objectives.

Advantages and challenges

The strength of steward-ownership lies in the protection of the mission. As control and financial interest are separated, the company can focus on the long term. Capital providers are generally less able to freely transfer their rights. For employees and customers, this also sends a strong signal: the company does not primarily exist to serve shareholders, but to realize its objectives.

On the other hand, there are practical challenges. Financing is often more difficult, as traditional investors are accustomed to control and unlimited returns. Steward-owned companies therefore more often rely on alternative forms of financing. Governance also requires careful attention: the board of the foundation or holders of special classes of shares play a key role, necessitating clear rules on appointment, dismissal and conflicts of interest. Moreover, the structure entails a certain degree of legal and administrative complexity, which requires periodic reassessment.

Conclusion

Steward-ownership offers an interesting alternative to the traditional shareholder structure. By separating control and financial interest, a model is created that places the mission at the center and safeguards continuity. The downside is that the structure can be complex and may not always align with traditional investment practices. Nevertheless, for entrepreneurs seeking to organize their businesses in a sustainable and mission-driven manner, steward-ownership can be a valuable instrument.