Introduction
Over the past five to ten years, both in the Netherlands and abroad, there has been a notable shift in the approach of business ownership and corporate purpose. Companies increasingly seek to mitigate their negative impacts on society and the environment. There is a growing commitment for businesses to pursue purpose rather than profit. Entrepreneurs adhering to this concept are currently still limited to the same legal forms as traditional commercial companies. For instance, the “socially oriented private limited company (maatschappelijke B.V. or B.V.(m))” is not yet embedded in Dutch legislation. However, within the current framework of Dutch civil law, it is possible to implement legal structures that are more socially orientated and focus on the long term. Steward ownership encompasses various ownership and governance models, that can be used to achieve this.

While steward ownership is not a novel concept — it originated over a century ago in Germany — it gained more traction in the Netherlands as part of the recent focus on corporate social responsibility. The model sets the principle that a company is established with a certain purpose. This purpose, which extends beyond the objects clause in the company’s articles of association, prioritizes societal impact and shapes the company’s raison d’être and statutory objectives.

Steward ownership is not a protected legal concept, nor does it prescribe a fixed form. Instead, companies have the flexibility to adopt legal structures based on the foundational principles of steward-owned businesses. Once these principles are legally secured, the company is considered to be “steward-owned. Below is a brief overview of the core principles of steward-owned businesses and some ways in which they can be implemented.

Self-determination
The first core principle of steward ownership is self-determination. Control over the company does not rest with shareholders but with the so-called “stewards”. These are individuals closely connected to the company, such as executives, employees, or other stakeholders, but not purely financial investors. Stewards can be granted limited and predefined financial rights. This structure removes the economic incentives for short-term profit maximization, enabling stewards to make decisions that serve the company’s long-term goals.

To achieve this separation of control and profit rights, companies can adopt mechanisms such as creating non-voting or non-profit-distributing shares. Alternatively, a foundation can be established to act as the sole shareholder of the company. In this case, the foundation’s board members are acting as stewards and exercise voting rights on behalf of the foundation.

Another characteristic of self-determination is that ownership of the company cannot be transferred through sale or inheritance. The company essentially ‘owns itself.’ If a steward wishes to step down, the articles of association or a shareholders’ agreement can stipulate an obligation to offer (aanbiedingsplicht) their position to a successor who meets certain predefined standards (kwaliteitseisen). This ensures the continuity of the company’s purpose.

Profit serves purpose
The second core principle of steward ownership is that profits serve the company’s purpose rather than being primarily distributed to shareholders. While profitability remains important, it is no longer perceived as an end in itself. According to this principle, generating profit should never come at the expense of the company’s purpose. In practice, this means profits shall remain in the business to be reinvested into activities that support the purpose. Companies can ensure this by establishing statutory reserves, which allocate all or most of the profits to such reserves. Any remaining profit can then be distributed to investors or other shareholders, subject to a capped return. Another approach is to transfer all profits to a foundation that acts as the sole shareholder. This foundation then uses the profits exclusively in line with the company’s purpose, with its statutory objectives aligned accordingly.

Dutch perspective on steward ownership
In the Netherlands, several legal structures are used to implement the steward owned principles. A common approach involves establishing a foundation as the sole shareholder of the company, also known as a “stewardship foundation” (beheersstichting). In this model, all governance and voting rights are held by the foundation, which allocates profits in line with the company’s purpose.

Another model used in the Dutch practice is the “golden share” model. The control of the company, often in the form of a private limited company (besloten vennootschap), is granted to stewards who hold non-profit-distributing shares. Meanwhile, investors receive non-voting shares. A single priority share — the “golden share” — is issued to an independent foundation, granting it specific approval rights over key decisions.

Beyond these two examples, there are many other ways to legally secure steward-owned principles in businesses. If you are considering structuring your business in a steward-owned manner and would like either tailored advice or updates about the latest developments, please feel free to contact one of our corporate lawyers for assistance.