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Steward-ownership

Born ready.

Syntropica ties its mandate, without compromise, to the Alpine territories and Italy's inner areas.

Steward-ownership is an arrangement in which a company's purpose and assets remain tied to its mission, regardless of who holds the shares. Syntropica has articles of association set up to accommodate a steward entity. This page describes the model, its limits and the Italian legal framework.

Syntropica S.r.l. is an Italian benefit company (Società Benefit) under Italian Law 208/2015, with its common benefit written into its articles of association and governance set up for steward-ownership. We are the first company to have wanted it binding from incorporation.

Syntropica has articles of association set up to accommodate a steward entity: until it is established, control rests with the holders of voting shares. Syntropica contributes to the debate for the adoption, in Italy, of a dedicated regulatory framework.

Ownership governs time.

Aerial view of a conifer forest crossed by a road, in black and white.

The time horizon of a company depends on its ownership structure: whoever can sell it ultimately decides its duration and its purpose.

Under ordinary company law, shares are freely transferable assets that jointly confer the power to decide and the right to profits. The company is oriented, by default, towards maximising value for its shareholders1. That arrangement is consistent with its function; but when the company changes hands, purpose, territory and people become variables of price.

The issue is current. In Italy about one family business in three will face generational transfer within ten years, and 43% have a succession plan2.

For work in the inner areas, duration is not optional. A slope, a forest stand, a water system, a management community deliver their results over multi-decade horizons, and the trust of a territory is built over the same span. Such work cannot depend on financial or market paradigms that shift with the shareholders, nor on an ownership structure that can change through a sale: whoever entrusts a territory to a company is entitled to expect that today's commitment will be the same in thirty years. This is why Syntropica has tied its purpose to the structure of the company, and not to a promise.

The horizons involved differ by orders of magnitude. The median holding period of European private equity funds is about six years; the minimum commitments required for forest carbon credits are twenty years, thirty-five for wood products; the rotation of an Alpine forest is eighty to one hundred and twenty years3.

The two main theories of the firm, the shareholder perspective and the stakeholder perspective, address the question of to whom the company must answer; neither indicates to whom it belongs4. Steward-ownership takes the second question as central: the company belongs to its purpose, and control is entrusted to those who safeguard it.

Steward-ownership: a company in service of its purpose.

Steward-ownership is a governance model founded on two principles. The first is self-governance: control of the company stays with those who safeguard its purpose and know its business, and cannot be sold like any other asset. The second is purpose orientation: profits are a means for the mission and for long-term development, not an end in themselves5.

The term was coined in 2015 by the Purpose Foundation, which developed its formulation and legal instruments6. There is no single legal form: steward-ownership is an approach built on the two principles, which can be implemented with different instruments, from share structures to foundations and trusts, depending on the legal system in which the company operates.

Assessment is made case by case: each company is examined against the two principles, and Purpose recognises a spectrum between those that apply them fully and those that adopt only some aspects.

The rationale of the model.

  1. 01

    Continuity.

    Purpose does not depend on the identity of the next buyer: in the model the articles of association exclude sale for personal profit and value remains in the company.

  2. 02

    Long-term horizon.

    The absence of shareholders interested in maximising returns at the expense of purpose makes it possible to assess decisions over multi-decade horizons.

  3. 03

    Consistency between purpose and capital.

    Profits are reinvested in the company, committed to its purpose, or used to reward to a limited extent the capital contributed.

  4. 04

    Reliability towards clients.

    Those who entrust a company with a territory or an information asset are entitled to expect that the company will not change its nature as ownership changes.

  5. 05

    Compatibility with capital.

    The model does not exclude risk capital: contributions are made through non-voting, redeemable, limited-return shares, in favour of investors with a long-term horizon.

These reasons hold for any company; for a company working in the Alps and their territories they carry greater weight.

Technical architecture.

In legal terms the two principles translate into a set of rules to be written into the articles of association, and not into contractual or shareholder-agreement undertakings.

Separation of rights.

Ownership is a bundle of rights, among them the right to vote and economic rights. In ordinary companies they sit together in the same shares; steward-ownership separates them. The model is akin to dual-class share structures in which voting rights are distinct from cash-flow rights, but reverses their destination: control is not given to those who seek it for themselves, but to those who guarantee the purpose.

Control.

Control means the whole of the rights of decision, approval, oversight and supervision, not the vote alone. It cannot be sold or inherited in any form and is exercised, in a fiduciary capacity, by persons connected with the company and its mission.

Asset lock.

Those who exercise control have no access to the company's assets and value for private consumption. Excluded are participation in profits, liquidation proceeds, the sale of shares for personal gain, subscription to new shares in capital increases, and compensation beyond a level appropriate to the work done. Profits serve the company, through reinvestment, society, through donations, or the repayment of investors, whose economic claims are limited in time, amount or influence.

Stewardship share.

A share, normally minimal relative to the voting rights, gives its holder the power to oppose any act that would dissolve the structure, alter the separation between control and economic rights, or sell the company. The holder does not take part in ordinary management. In its original formulation the share carries no economic rights; in legal systems, such as the Italian one, that do not allow shares without any economic rights, those rights are reduced to a minimum7.

Location in the articles.

The rules are written into the articles of association and not into shareholder agreements, which are usually limited in time by law and, in case of breach, give rise only to damages. The fundamental clauses can be amended only with the consent of the holder of the stewardship share or by reinforced majorities.

Holder of the share.

The holder is a reliable entity, itself bound to the purpose: a foundation or another entity subject to an asset lock, with its own clauses obliging it to exercise the veto. The options include a veto service offered by a specialised organisation, a foundation shared among several companies, or a steward set up for the single company8.

Succession of stewards.

Control shares are transferred to the successor or returned to the company at nominal value. Stewards may be selected by other stewards, by an independent succession committee or by a body with employee representation: control does not pass by inheritance, and the succession rule is written.

Sale and liquidation.

Sale for personal profit is excluded. Permitted, in extreme cases, are sale close to insolvency or transfer to another company itself bound by the same constraints, provided the proceeds are not privatised. On liquidation, after the repayment of investors, residual value goes to a non-profit entity with a similar mission.

Structural models.

The same principle is implemented through different structures, depending on the size of the company, the applicable law and the costs of set-up and running.

Stewardship share.

The vote rests with founders and staff, economic shares with non-voting investors, the stewardship share with a third-party entity. Purpose indicates it for start-ups and small and medium-sized companies, typically up to about €20 million of revenue, with low initial costs and external oversight; it is subject to the uncertainties of a solution built on existing instruments.

Single foundation.

A foundation holds both vote and economic rights; often with two internal bodies, one for the vote and one for grants, to prevent conflicts. Examples: Carl Zeiss, Novo Nordisk, Carlsberg. It presupposes adequate foundation and tax law, and entails high set-up costs.

Double foundation.

Economic rights belong to a public-benefit foundation; the vote to a distinct entity (foundation, trust or association) administered by the stewards. The charitable arm has no mechanism to press the company to generate more profit. Examples: Bosch, Mahle, elobau. Suited to large, profitable companies.

Perpetual purpose trust.

A non-charitable trust, established for a purpose and not for a person, of indefinite duration, with a trustee, a trust protector committee and an enforcer. It is specific to some US jurisdictions; where trusts do not exist, foundations or associations are used.

Capital and remuneration.

The model does not preclude raising capital: it limits its remuneration and influence. The recurring instruments are non-voting shares redeemable at a predetermined price, holdings with returns limited in time or amount, subordinated loans, silent partnerships, revenue share up to a multiple of the capital invested, and the demand dividend, a periodic share of free cash flow up to an overall obligation.

Investor liquidity is provided through buybacks with put options, gradual redemptions, sales to other bound companies or non-voting listings. Purpose defines the whole as steward-ownership aligned financing, built on three levers: governance, returns and liquidity. The economic claims of founders and staff are themselves limited, to avoid conflict between mission and return maximisation.

Differences from other models.

Benefit corporation and B Corp.

The benefit corporation is a legal form that commits the company to pursuing a common-benefit purpose; the B Corp label attests impact standards verified by a third party. Both operate on conduct and declared purpose; they do not determine who holds power or who appropriates the value. Steward-ownership operates at the level of ownership. The solutions are cumulative: Patagonia is both a benefit corporation and a steward-owned company9.

Cooperatives and employee ownership.

In cooperatives each member has one vote, but the company remains an asset that members can sell, with the risk of demutualisation. Employee ownership can take a wealth form, such as share plans, or a fiduciary form, such as the employee ownership trust, which is close to steward-ownership.

Family business.

Vote and economic rights pass together to the heirs; in steward-ownership successors are chosen for ability and for sharing the values.

Northern Europe as a reference.

In Germany and Denmark some of the largest companies are controlled by foundations that have safeguarded their mission for decades, in some cases for over a century. In recent years the model has also been adopted by younger companies; generational transfer recurs among the reasons, since the foundation makes it possible to transfer control without selling the company.

Zeiss.

The Carl-Zeiss-Stiftung, established by Ernst Abbe in 1889, is the sole shareholder of Carl Zeiss and SCHOTT; its statutes forbid it from selling the holdings10.

Carlsberg.

The Carlsberg Foundation was established in 1876; since 2013 its statutes require it to hold at least 51% of the voting rights in Carlsberg A/S11.

Novo Nordisk.

The Novo Nordisk Foundation controls Novo Holdings, which holds a majority of the voting rights of Novo Nordisk against a minority of its capital12.

Bosch.

The group is controlled through a two-tier structure: a public-benefit foundation receives the profits, an industrial trust exercises the voting rights13.

Patagonia and Ecosia.

In 2022 the Chouinard family transferred ownership of Patagonia to a trust and a non-profit organisation; in 2018 Ecosia made the company non-transferable for profit14.

77%

of the voting rights of Novo Nordisk are attributable to the Novo Nordisk Foundation, through Novo Holdings, against about 28% of the capital (end of 2024).

76%

of the voting rights of Carlsberg are attributable to the Carlsberg Foundation, against about 29% of the capital (end of 2024).

The broadest literature concerns Danish industrial foundations. The companies they control show financial results in line with those of other private companies, steadier profits, lower leverage and less turnover of senior management, and greater longevity15.

Regulatory frameworks compared.

No legal system yet has a complete legal form for steward-ownership: existing models are built on pre-existing forms, while some countries are developing dedicated rules.

Denmark.

It is the reference jurisdiction. The law on commercial foundations (Erhvervsfondsloven) sits alongside the general foundations act; supervision rests with the Danish Business Authority, which approves the statutes drawn up by the founder, may not intervene in business decisions but may replace the board. The endowment is irrevocable. According to estimates by Thomsen (2017), foundation-owned companies account for about 5% of employment, 10% of value added, 50% of research and development and between 60 and 70% of the capitalisation of the Danish stock market16.

Germany.

The 2025 coalition agreement provides for an autonomous form, the Gesellschaft mit gebundenem Vermögen, based on an irrevocable asset lock and a membership logic of an associative type, independent of descent and financial resources. The framework concept of the Ministries of Justice and Finance (4 March 2026), presented as a discussion proposal not agreed within the Government, outlines a sui generis form with no tradable shares, a ban on profit distribution to members, including disguised distribution, repayment on exit at most of contributions, an asset lock fixed in the statutes and verified through cooperative-style audit structures, and taxation that departs from ordinary succession. Sources differ on tax details; trade associations have taken opposite positions. As of 12 October 2026 there is no draft law17.

European Union.

The "EU Inc." proposal (COM(2026) 321, 18 March 2026) establishes a European company regime with no variant dedicated to steward-ownership. The rapporteur of the European Parliament's legal affairs committee has proposed an optional variant (draft of 29 June 2026); according to the specialist press a Commission representative rejected it in debate, and the committee vote scheduled for 8 October 2026 did not take place. Since October 2026 COST Action STONE, a research network of 28 countries including Italy, has aimed among other things to map legal frameworks and develop model rules1819.

Netherlands.

A parliamentary motion of 16 April 2024 asked the Government to develop a dedicated company form; on 21 January 2025 a group of researchers and practitioners presented the Minister of Justice with a document of principles. There is no draft law: in practice private limited companies and foundations are combined, with depositary receipts.

Switzerland.

Holding foundations were recognised by the Federal Court only in 2001. A University of Geneva study considers the double-foundation model workable but limited by existing law, and to be supplemented with classes of shares and governance mechanisms. No federal legislative initiatives are reported20.

United States.

Oregon and Delaware allowed the perpetual purpose trust and the stewardship trust in 2019, adopted for example by Organically Grown Company (2018) and Patagonia (2022). Industrial foundations are rare owing to the 1969 federal tax rules, which cap excess business holdings at 20%21.

United Kingdom.

No reforms are reported. There are trust partnership structures for employees, such as the John Lewis Partnership; the European Law Institute is running a project on enterprise foundations in Europe.

It is not an instrument for optimising returns.

The available evidence concerns Danish industrial foundations and not steward-owned companies in the strict sense, on which research is still at an early stage.

The same studies find lower growth for foundation-owned companies (in Denmark, between 2000 and 2012, 4.8% a year against 6.7% for other companies) and poorer results for small foundation-owned companies than for other small companies. Equity is harder to raise, the structure entails set-up and running costs, and the quality of the stewards' governance proves decisive.

Steward-ownership is therefore a long-term choice: it is consistent with activities whose horizon is measured in decades, not with the pursuit of maximum short-term return.

The Italian framework.

In Italy steward-ownership has no dedicated rules: it can be achieved only by combining instruments designed for other purposes. The result is legal uncertainty, structuring costs and a risk of challenge that hold back adoption of the model.

Legal form.

There is no dedicated form and no legislative proposal. No legal system has yet adopted steward-ownership as an autonomous legal form: adaptations are made to existing national forms.

Benefit corporation.

Introduced by Law 208/2015 as an option applicable to joint-stock and limited liability companies, it adds common-benefit purposes and reporting duties22. It does not restrict the sale of shares or the distribution of profits: on its own it provides no control or asset lock.

Limited liability company.

Art. 2468 of the Civil Code allows particular rights concerning management and profit distribution to be attributed to individual members, and notarial doctrine admits a broad reading; changing such rights requires, unless otherwise provided, the consent of all members.

Joint-stock company.

Shares without voting rights or with limited voting rights are allowed and, for unlisted companies, multiple-voting shares. There is no standard instrument that ensures a non-derogable asset lock or an enforceable veto of purpose.

Lion's share pact.

Art. 2265 of the Civil Code forbids excluding a member from all participation in profits or losses. According to ruling no. 189 of the Consiglio Notarile di Milano (2020), a total exclusion from profits is admissible only if other economic rights remain: in Italy the stewardship share must retain a minimum core of economic rights.

Shareholder agreements.

They are limited in duration by law and, in case of breach, give rise only to damages: they do not ensure the permanence of the lock, which must be written into the articles of association.

Steward entity.

The holder of the stewardship share, a foundation or a third-sector entity, must be able to hold a controlling or veto stake without compromising its own legal and tax regime. Purpose observes that in many jurisdictions the taxation of a non-profit entity holding a business is a critical point; in Italy the matter requires specific verification.

Elements of a dedicated framework.

The comparison shows the points on which legislation would be advisable, if the model is to be accessible and certain.

Asset lock.

A lock on the destination of profits and assets, written into the articles of association and amendable only by predetermined majorities and procedures.

Stewardship share.

A standardised class of shares, with a veto of purpose and predetermined minimum economic rights, expressly derogating from the prohibition of the lion's share pact.

Steward entity.

Requirements of independence, supervision and tax regime of the entity, including the rules on succession of stewards.

Tax parity of the transfer.

A tax treatment that does not penalise the transfer of control to a bound entity compared with an ordinary sale.

Coordination with the benefit corporation.

Rules under which the two levels, purpose and control, accumulate without overlapping.

Syntropica contributes to the debate for the adoption, in Italy, of a dedicated regulatory framework.

The articles of association are set up to accommodate a steward entity.

Syntropica is a Società Benefit with its purpose written into its articles of association. The articles provide for voting shares (A) and, where issued, non-voting shares (B), and for the possible issue of class S shares (special shares) for a steward entity.

In Italy, safeguarding a business mission through a foundation has a precedent in EcorNaturaSì, which has done so for more than twenty years23. Syntropica sets up the arrangement from incorporation.

BENEFIT COMPANY (SOCIETÀ BENEFIT) · PURPOSE IN THE ARTICLES · SPECIAL SHARES INTENDED FOR A STEWARD ENTITY

Vision.

Mountain areas and inner areas where natural capital is measured, managed and safeguarded over time.

Mission.

To make Alpine territories and their ecosystems measured and managed, with governance that safeguards the purpose over time. Profit is the means that makes the mission last.

Values.

Rigour in data. Transparency of method. Stewardship of purpose. Results that stay in the places where they are achieved.

A forested valley in mist, with treetops emerging from the grey, in black and white.

As an Italian benefit company, Syntropica is required to prepare an annual report on the pursuit of its common benefit.

Sources

  1. 1 Purpose Foundation, Steward-ownership: A short guidebook to legal frameworks, 2021, pp. 4–33.
  2. 2 Deloitte Private, September 2026, cited by Riccardo Torelli (Università Cattolica) at Fondazione Feltrinelli, Milan, 10 October 2026.
  3. 3 EY, based on Gain.pro data, median holding period in European private equity (2024); Italian Ministerial Decree of 15 October 2025, minimum commitments for forest carbon credits; regional rules on minimum rotation age (Piedmont).
  4. 4 Riccardo Torelli (Università Cattolica), introductory talk, Fondazione Feltrinelli, Milan, 10 October 2026.
  5. 5 Purpose Foundation, Steward-Ownership: Because Ownership Matters, 2025, pp. 12–14, 31–40, 103–106.
  6. 6 Purpose Foundation (Purpose Network): purpose-economy.org.
  7. 7 Italian Civil Code, arts. 2265 and 2468; Purpose Foundation, Steward-ownership: A short guidebook to legal frameworks, 2021, p. 20; Consiglio Notarile di Milano, ruling no. 189, 16 June 2020.
  8. 8 Purpose Foundation, Steward-ownership: Purpose booklet, pp. 11–35.
  9. 9 Anne Sanders and Noah Neitzel, Steward Ownership – Concept, Potential and Implementation in Germany and the Netherlands, working paper, 14 March 2025.
  10. 10 Carl-Zeiss-Stiftung, history of the Foundation; SCHOTT, corporate history.
  11. 11 Carlsberg Foundation, governance and ownership of Carlsberg A/S.
  12. 12 Novo Holdings A/S, annual results; Novo Nordisk Foundation.
  13. 13 Purpose Foundation, Steward-Ownership: Because Ownership Matters, 2025, pp. 46–48 (Bosch).
  14. 14 Purpose Foundation, Steward-Ownership: Because Ownership Matters, 2025, pp. 62–65 (Ecosia), 86–89 (Patagonia).
  15. 15 Steen Thomsen, "Foundation Ownership and Firm Performance: A Review of the International Evidence", in Corporate Governance in Contention, Oxford University Press, 2018.
  16. 16 Novo Nordisk Foundation, "Laws governing foundations in Denmark"; Steen Thomsen, 2018, sections 4.4.1 and 4.4.2.
  17. 17 Recht & Politik, 4 March 2026; CMS, 19 March 2026; DIHK, May 2026; BAUM e.V., June 2026.
  18. 18 European Commission, proposal for a regulation "EU Inc.", COM(2026) 321, 18 March 2026; JURI draft report of 29 June 2026.
  19. 19 COST Action CA25166 STONE, Steward-Ownership Network, 2026–2030: cost.eu.
  20. 20 Steen Thomsen, 2018, section 4.4.6; University of Geneva, Centre en philanthropie, study of the holding-foundation double-foundation model.
  21. 21 Gary, University of Cincinnati Law Review, 88:707, 2020; Sanders and Neitzel, 2025, note 12; Steen Thomsen, 2018, section 4.4.7.
  22. 22 Law no. 208 of 28 December 2015, paragraphs 376–384.
  23. 23 Interview with Fabio Brescacin, chairman of EcorNaturaSì, April 2023; statements by the same, August 2026.
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