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Dutch law may soon be enriched with a new legal form. In 2024, the House of Representatives adopted a motion to investigate and develop the possibility of the stewardship company as a legal form. Following this, on January 22, 2025, a proposal for the principles of the stewardship company was published.
The idea behind the stewardship company is that the mission of the enterprise takes center stage. This is achieved by separating control and financial interest in a company. In a traditional company, these are combined: the principle is that shareholders have both control rights and profit rights. In a stewardship company, control is exercised by a board of stewards and not by the shareholders. The stewards are tasked with serving the interests of the company and acting in line with the company's mission. They have no personal financial interest in the company, for example, by holding shares with profit rights in the company.
The profit that is made also benefits the company, for example, through reinvestments. The interests of shareholders are considered in the decision-making process, but it is one of the interests taken into account. Profit maximization is not an end in itself.
This proposal is reminiscent of the bill for the private company with a social purpose (PCs), which my colleague Jarno de Graaf previously wrote a blog about. While the PCs focuses on enterprises with social and societal objectives, this is not necessarily the case for the stewardship company. Additionally, the PCs does not involve a separation of control rights and financial interest. Some overlap is conceivable.
The next step is to develop a bill. The researchers have already made a preliminary draft. For the most part, the ordinary rules of a B.V. would apply. For a stewardship company, several separate rules would apply, such as:
The ball is now in the court of the legislator to draft a bill for the stewardship company based on these principles.
Would you like to know more about the different legal forms? Contact Sacha Krekel, Attorney at Law & Partner in Corporate Law.
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