Interest in sustainable entrepreneurship is growing rapidly. More and more founders are looking for ways to build companies that are not only financially sound, but also protect their mission, create societal impact, and remain independent in the long term. Companies such as Patagonia demonstrate that this is not mere idealism. Within that organisation, values such as quality, integrity, and environmental responsibility consistently take precedence over short-term profit. This choice is legally embedded in the American Public Benefit Corporation (PBC), a corporate form that explicitly enables entrepreneurs to combine profit with purpose.
In the Netherlands, no comparable legal form currently exists. Although a legislative proposal for a so-called stewardship company is in preparation, entrepreneurs must for the time being rely on other instruments to safeguard their mission, such as tailored articles of association, governance arrangements, and the structuring of share ownership. This is precisely where tensions often arise: how do you prevent mission drift during growth, succession, or the entry of external investors?
It is therefore unsurprising that research by VNO-NCW shows a growing number of entrepreneurs opting for the steward-ownership model. This alternative ownership structure departs from the traditional focus on shareholder value and instead emphasises mission-driven control and long-term continuity—with demonstrable results:
Over a period of forty years, steward-owned companies show a survival rate six times higher than that of traditionally structured enterprises.
Does this sound attractive to you as an entrepreneur—and potentially differentiating compared to your competitors? Then read on.
This article focuses on the steward-ownership model as a practical and future-proof alternative to traditional ownership structures within the Dutch BV. Specifically, it addresses:
- the core principles of this alternative ownership structure
- one possible legal implementation (noting that several structures may fall under the concept of steward ownership)
- the challenges arising from the fact that this structure deviates from what is customary in capital companies.
The Core of Steward Ownership
At its heart, steward ownership rests on two key principles, which we will examine in more detail:
- Profit serves the mission
Profits are reinvested, used as a reasonable return on labour or capital, or deployed in line with the company’s purpose. In practice, this means a dividend policy under which the majority of profits are reinvested to achieve the company’s objectives.
- Self-governance
Control lies with individuals who are actively involved in, or closely connected to, the enterprise—not with external capital providers whose primary focus is financial return. All voting rights are held by the management or day-to-day leadership (the stewards).
The rationale behind these principles is straightforward: the structure ensures that the company can continue to operate independently and remain on course with its mission. Control is not allocated to those who contribute the most capital, but to those who understand the organisation and bear responsibility for its direction. These stewards are selected based on their qualities and commitment and are entrusted with holding the helm. Where these principles are legally embedded, one speaks of a steward-owned enterprise.
Profit Serves the Mission
In corporate articles of association, the company’s object is typically formulated broadly, allowing flexibility and avoiding legal issues if activities fall just outside a narrowly defined purpose. The mission, by contrast, is concrete and directive. It may be embedded in the articles and/or a shareholders’ agreement and serves as the guiding principle for decisions taken by the board and the stewards.
Within a steward-owned company, shareholders agree that the mission is paramount, rather than profit maximisation. That mission need not necessarily be social or idealistic in nature, although it often is in practice. This distinguishes steward ownership from the proposed BV with a social purpose (BVm), which is statutorily linked to a societal objective.
The underlying idea is that neither the enterprise nor its mission benefits from shareholders who are able to extract unlimited profits. Profit distributions remain possible—and are often necessary to attract external capital—but they always serve the mission, not the other way around. As one frequently cited proposition in the literature puts it:
Neither the enterprise nor its mission benefits from a shareholder who can extract profits without limitation.
Self-Governance
Under steward ownership, effective control always rests with the stewards. They safeguard the company’s course and make decisions guided by the mission. This makes steward ownership fundamentally different from traditional ownership models. To ensure this, the articles of association and shareholders’ agreement contain clear restrictions—for example, that steward shares may only be transferred to successors who meet predefined steward criteria.
It is possible to admit other shareholders alongside the stewards, such as investors holding ordinary shares with profit rights. Within this model, however, such shareholders cannot obtain decisive control, not even through contractual approval rights. Their protection is deliberately limited and subordinate to the principle of self-governance.
A key consequence is that control over the company cannot be bought or inherited.
The enterprise is, in a sense, ‘owned by itself’.
One Possible Ownership Structure Consistent with Steward Ownership
Steward ownership does not have a fixed legal form under Dutch law. A commonly used solution is a BV incorporating a golden share.
In this model, three types of shares exist:
- Steward shares: voting rights, no profit rights (held by the stewards);
- Investor shares: profit rights, no voting rights (held by investors);
- Golden share (priority share): no profit rights, but a veto right to protect the mission.
Through their shares, the stewards exercise control in the general meeting. Under the articles, these shares cannot be freely transferred. If a steward leaves or passes away, the shares are transferred to a new, suitable steward or revert to the company, ensuring that control always remains with engaged individuals.
The golden share, held by an independent entity, grants a veto over fundamental decisions such as dissolution or amendments to the company’s object (for example through a STAK structure—simplified here). This safeguards the mission.
Investors may be remunerated through profit distributions without acquiring control. This can be achieved, for instance, through preferred shares that pay out over time and are subsequently redeemed. Once this period ends, only the steward shares and the golden share remain, ensuring that the company continues to operate in a mission-driven and independent manner.
But does this not mean that all profits ultimately flow to investors?
No. Apart from the statutory limitations applicable to dividend distributions, the model ensures—if properly structured—that profits may accrue to investors only to a limited extent, never without restriction. This is achieved by establishing a clear distribution policy in advance and contractually limiting investor rights, for example by setting a maximum payout and/or making profit rights temporary, so that they lapse once full repayment has occurred.
It is precisely at this point that ACG International’s expertise comes into play: carefully structuring these waterfalls and caps so that capital can be attracted without surrendering mission or control.
Challenges Arising from a Structure That Deviates from the Conventional Model
While steward ownership offers clear advantages—particularly strong safeguards for continuity and mission preservation—entrepreneurs encounter specific challenges in practice because this structure departs from the classic BV model.
Careful legal design is essential
Because steward ownership is not a statutorily defined legal form, the model stands or falls with the quality of the articles of association, shareholders’ agreement, and any certification or priority arrangements. Careless drafting may result in unintended shifts in control or insufficient mission protection in situations of conflict, succession, or restructuring.
Balancing flexibility and protection
Entrepreneurs want to grow, collaborate, and attract capital, while ensuring that growth does not come at the expense of the mission. This requires a finely tuned balance: sufficient flexibility for entrepreneurship, combined with clear limits on share transferability, distribution rights, and decision-making powers.
Governance and succession require forward planning
Because control does not automatically follow from capital or inheritance, questions must be addressed in advance: who will be future stewards, how are they appointed, and what happens in the event of departure or conflict? In traditional structures, such questions are often postponed—sometimes until it is too late.
This is not a structure for every entrepreneur.
It is suited to those who do not view their company as an asset to be traded, reshuffled, or redirected by parties who bear no responsibility for the enterprise itself—entrepreneurs who know they have built more than a mere economic vehicle, and who intend it to remain that way.
Practice shows, however, that intention alone is insufficient. Without a legally consistent structure, control often shifts imperceptibly, precisely at critical moments: during growth, when external capital is attracted, or when the founder steps back.
At ACG International, we understand the entrepreneurial mindset—the pride in what has been built and the desire to preserve it over the long term. At the same time, we see in practice how easily that intention can erode, not through neglect, but through reliance on logic and goodwill where legal structure is required.
We assist entrepreneurs in legally embedding steward ownership in a manner that holds up—under pressure, through change, and even without the founder at the table.
Would you like certainty that your company will continue to operate as you intended, also in the long term? Or are you considering, on the basis of this or other information, the establishment of a steward-owned enterprise to safeguard continuity? If so, we invite you to contact us.
