cooperation.law

Acting together binds us.

Steward ownership

The question

Can a business be constituted so that those who run it can neither sell it nor take its profits for themselves, and so that it stays that way across generations?

In brief

Steward ownership (Verantwortungseigentum) describes businesses whose voting rights lie with people connected to the business and whose assets remain tied to it. German law has no dedicated legal form for this yet; today it is replicated with foundations or special shares. In March 2026 the Federal Ministry of Justice and Consumer Protection and the Federal Ministry of Finance presented a framework concept for a “company with tied assets” (Gesellschaft mit gebundenem Vermögen, GmgV). There is no bill yet [prüfen].

The law

The idea. Steward ownership rests on two principles. The first is self-determination: control lies with people who work in or for the business and share its aims. Shares are not sold to the highest bidder or inherited as wealth but passed on to people able to take on the responsibility. The second is the asset lock: profits and assets do not belong to the shareholders but serve the business. They are reinvested, used to repay capital providers or donated to charitable causes. At its core, voting rights and economic rights are separated.

The problem under current law. In a GmbH or an AG, a share is an asset. It can be transferred and inherited and carries a claim to profits (Section 29 GmbHG) and to the proceeds on liquidation (Section 72 GmbHG). The articles can make transfers subject to consent (Section 15(5) GmbHG) and restrict distributions. But what shareholders write into the articles with three quarters of the votes, they can remove with three quarters (Section 53(2) GmbHG). An asset lock that holds therefore needs an anchor outside the shareholders.

Current routes. Two models are mainly used.

  • Foundation models. A foundation holds the shares. If it is charitable, the assets are bound to its purpose. In the double-foundation model, a charitable foundation holds most of the capital with few voting rights and a second foundation holds the votes. Foundations are subject to state supervision and their purpose is hard to change (Sections 80 et seq. BGB). This gives stability but makes the structure cumbersome and costly.
  • Veto-share models. The steward shareholders hold the voting rights. A small share is held by an independent organisation that has a veto in the articles over any change to the asset lock. It guards this one promise and nothing else.

Both routes require careful drafting and raise tax questions. That is why a dedicated legal form has been called for.

The debate. Since 2020 legal scholars have put forward several draft statutes, first as a variant of the GmbH and, most recently at the end of 2024, as a legal form of its own. The 2021 coalition agreement envisaged a new legal form, but no bill followed. The 2025 coalition agreement of the CDU, CSU and SPD announces a “new, independent legal form ‘company with tied assets’”, characterised by “the irrevocable asset lock and participation according to a membership logic without tax privileges or discrimination”. Supporters see it as a way to handle succession in family businesses and to secure a company’s purpose permanently. Critics fear avoidance of inheritance tax and doubt whether value cannot still be extracted through salaries or contracts.

The framework concept of March 2026. On 4 March 2026 the Federal Minister of Justice, Stefanie Hubig, and the Federal Minister of Finance, Lars Klingbeil, presented a framework concept. According to consistent reports it provides for:

  • an independent legal form alongside the GmbH, AG and cooperative, organised on a membership basis and modelled on cooperative law, including audits by associations;
  • an asset lock that cannot be lifted by amending the articles, with no distribution of profits to members;
  • membership that can be neither transferred nor inherited; departing members receive at most what they paid in;
  • no tax privilege; a periodic substitute inheritance tax, similar to that for family foundations, is under consideration [prüfen].

The next step announced is consultation with the federal states, experts and associations, followed by a bill. According to press reports in March 2026, the concept had not yet been agreed within the Federal Government.

Online

The question arises especially for digital platforms and communities whose value comes from what their users contribute. People who have added content, code or reviews for years experience the sale of the platform to a new owner who changes the rules as a breach of trust. Steward ownership can be a legally secured promise to such a community: the platform will not be sold, and its surpluses stay with the cause. The platform cooperative goes a step further and gives the users themselves the votes.

Cooperation within

In steward ownership the shareholders are trustees of a shared cause. They do not cooperate to increase the value of their share, because for them the share has no such value; they cooperate for the business itself. This takes the edge off some conflicts, such as disputes over distributions or the price of an exit. Others remain, above all disputes about direction. And a new question arises that inheritance law would otherwise answer: who becomes a shareholder when someone leaves? The articles need a procedure that chooses successors for their ability and commitment. See Shareholders among themselves and Shareholders and management.

In which phases

Limits of this account

This page reflects the state of the policy debate as far as it could be established from public sources. The framework concept is not law, and its details may change. Tax questions are only touched on.

As at 30 September 2026