Bio Verlag, publisher of Schrot & Korn, solved its founder succession in 2011 not by selling or passing the company to family, but by transferring it to its employees through a steward ownership structure that keeps the company independent and mission-bound, while giving staff both control and a real financial stake.
Founded
1980
Employees
XX
Location
Aschaffenburg, Germany
Sales
XX
Steward-owned since
2011
Model
Steward ownership (double foundation) + indirect employee ownership
Chapter 1: Where does a company like this come from, and what shaped its mission?
Chapter 2: How do you give employees a real say without losing control?
Chapter 3: How can employees share in profit and capital?
Chapter 4: How do you hand a company to its employees without selling it or passing it to family?
Chapter 5: How is the company actually owned and controlled today?
Chapter 6: Is this steward ownership or employee ownership, and what's the difference?
Chapter 7: What does it take to keep a model like this alive over time?
Still have a question? Check the FAQs at the end or join one of our open calls!
If you've ever shopped in a German organic food store, chances are you've held one of bio verlag's products in your hands. The company publishes Schrot & Korn, the magazine that organic shops across the country hand to their customers, with a readership in the hundreds of thousands. From its base in Aschaffenburg it also puts out BioHandel, the trade title for organic retailers, along with market research and other services for the German organic sector.
In most ways it works like any other publishing house. In one way it doesn't: the people who work there, not an outside investor, not a founding family, have the final say in how it's run, and share in what it earns.
The arrangement took its present shape in 2011. Rather than sell the company or hand it down, the founders moved it into a structure where employees take part on several levels at once: in the decisions, in the capital, and in the profits.
Underneath the structure sits one question:
How do you give employees real influence over a company, and a real financial share, without losing the mission the company exists to serve, nor its independence?
Underneath the structure sits one question: how do you give employees real influence over a company, and a real financial share, without losing the mission the company exists to serve, nor its independence? bio verlag answered this question with a steward ownership structure (What is steward ownership?), and employee ownership runs alongside it. How the two meet is the work of Chapter 6 (anchor link to chapter 6).
None of this was a legal trick assembled in a hurry. It grew out of roughly thirty years of practised culture, built on a shared (visionary) idea: that creating value and achieving economic success is a collective act, and should be recognised, governed, and shared as such.
Bio verlag did not begin as a business plan. Amidst environmental and social concerns, a small group of friends wanted to live and work together in the late 1970s . They started with a pizzeria, then bought a house together. Eventually the group came across Mother Earth News, an American magazine, and saw something they could adapt for Germany.
Their editorial idea: To not lecture the public or make sweeping demands, but to serve the people who already wanted to live differently. As co-founder Ronald Steinmeyer puts it, "we don't want to convince people that they should". They wanted the people who were already convinced "to have sensible ways of putting it into practice."A magazine called Nachbarschaft began in 1980, Biogarten followed, and in 1985 came Schrot & Korn, the title that would carry the company.
Two convictions were there from the start.
Both would later drive the ownership question, but required years of practice and cultivating the appropriate pre-conditions. As longtime CEO Sabine Kauffmann puts it: “These values have always been part of our self-understanding, but it took years of learning and experimenting to find fitting governance structures.”
Then the German organic market took off, and the company grew with it. They hired. And many of the new colleagues hadn't come for a shared way of working, they wanted a job. Step by step, bio verlag moved from “everyone being equal, increasingly in the direction of, a family business” with the founders at the center, Ronald Steinmeyer recalls.
Then came 1988. A run of bad calls about the market brought the company to the edge. Their tax adviser later admitted what he'd been thinking at the time: "I wouldn't have bet five marks on you." The company shrank hard. Most of the then 16 employees had to go, and most of what they had built was sold off. What they held onto was Schrot & Korn, and around it the present company slowly grew back.
The near collapse changed how they worked. Rebuilding, they decided they could no longer assume that new colleagues shared their values simply because they were in the room. So in 1989 they wrote those values down: a mission and vision, developed together with the staff. Parts of it still anchor the company. The vision, in Ronald’s words: "The world is once again a blue, white and green planet. People are purposeful, playful and mindful."
That was the turning point. A crisis that might have ended the company instead converted a loose collective into something deliberate: a company that named what it stood for and built its working life around it. Everything that came next, from how decisions got shared to how the company eventually changed hands, was hung on that.
One of the two convictions from the early years was that the people who do the work should have a say. So how do you give employees a genuine say while keeping the company true to its mission?
Ronald had seen what happens when a company hangs on one thing, a single owner, a couple of big customers, a few indispensable people, and concluded that dependence of any kind is a weakness. "Freedom comes about because you have different centres of strength".
Deciding together was daily practice almost from the beginning. What changed over the years was the form it took: a conviction slowly hardened into a structure. By the 1990s, three bodies had taken shape and they still run the company today.
Day to day, decisions run on consensus and one person, one vote. The formal split into three, with its fixed shares of the vote, is the fallback. The rule: None ranks above the others. At least two of the three must come together behind a decision for it to carry.
That balance was deliberate. "We wanted the team leaders and the employees to be able to stand against the CEO," Sabine says — "but we didn't want two thirds of the employees to be able to stand against the CEO and say: you have to go." And Ronald was wary of ever naming a single body that decides in the end. The moment everyone knows the staff assembly will get its way regardless, he argues, the quality of the decisions drops — because there's no longer any real pressure to reach agreement. The point was never to slow things down; it was to keep anyone from simply imposing their will and switching off their ears.
Two things stay deliberately outside this shared decision-making.
The management veto: Management can block a course it cannot accept, because it carries final responsibility. But the veto only stops things; it cannot force through an alternative.
Decisions reserved for management: Some matters rest with management by design, most clearly letting someone go, which the founders judged too much to ask colleagues to vote on.
None of this works on structure alone. At bio verlag, all of this rests on transparency, trust, and above all practice, because as Sabine reflects: “You have to exercise how to think and how to decide”. Without the ability to assess financial participation, dividends will always appear too low and have reverse effects on motivation. For decisions to be any good, everyone has to understand how the pieces of the company connect. That kind of deciding, she says, "might need a bit more time beforehand, but they shorten the time afterwards."
Trust works the same way: built by doing, not declared. Employees have to trust management to carry out what the group decides, to "make sure that they are put to work" (Sabine Kauffmann). And management has to trust that employees, given the choice, will decide for the long-term health of the company. Both sides learned that, year after year.
Its concern: The daily reality of the work
What it decides: Pay, new products etc.
Its concern: That things stay economically sound
What it decides: Decisions affecting the publisher as a whole
Its concern: The long view
What it decides: Normal running of a business and long-term direction: markets, products
A say in decisions was only half of what the founders meant by participation. The other half was money.
And it rested on a conviction that ran right back to the beginning. Even when the shares were formally theirs, Sabine says, they never quite thought of the profits as their own: "it's not our money... it's the company's money and we have our share in this." From there followed a plain idea about who has a fair claim on the value a company creates
The employees who help create it
The providers of capital
The company itself, which has to keep back enough to build reserves, invest, and survive
The question was how to give each a fair share, and in particular how to let employees share in profit and in capital in a way that strengthened the company rather than bleeding it. In practice that meant value reaching employees on more than one level, and it still works this way today.
Profit sharing came first, worked out through the 1990s. It's paid per hour worked - the same amount for everyone, whatever their salary - so it doesn't simply track who already earns the most. "If we are successful," as Ronald says, "really everyone contributed to it." Chapter 2 showed how carefully bio verlag decides things together (anchor link). The sharpest test of that care comes when the money on the table is the staff's own.
Once, the company faced a decision worth about 200,000 €, close to the entire profit the staff would otherwise have shared out that year. The investment would improve the product, but the market might not repay it. Voting yes meant putting their own money behind the company's longer interest. They voted yes.
But profit sharing left a deeper question open. If the surpluses were created collectively, why should only the formal shareholders (at that point Ronald and Sabine) benefit when the company's underlying value grew? Ronald kept coming back to it. He liked to reach for Warren Buffett, who never paid a dividend and kept reinvesting, so that the people holding shares shared in the growth. It sat wrong with him that employees could shape real decisions and carry real responsibility, yet have no part in the value they'd largely built.
So in 1999 came the second step. Employees could put their own capital into the company through a silent partnership, earning a fixed rate of interest plus a variable return - one that was capped, never open-ended. Keeping money in the firm was ordinary business sense: "if a company tries to pay out all its surpluses," Ronald says, "at some point it goes bankrupt," because growth has to be paid for somehow.
But the design had a sharper edge. The stake is redeemable only at the amount invested, and the return comes through dividends, not through any rise in the value of the shares. HHowever well the company did, no one could build private wealth simply by holding a piece of it. These limits were put in for that commercial reason, yet they do more than that, shaping how people relate to the company’s money, which is where Chapter 6 picks the thread back up (anchor link).
The model is honest in the bad years as much as the good. Because the return is tied to how the company does, a long rough patch can mean capital comes back only in part, or later than a departing colleague would like and lean years shrink the profit-share as well. Sharing here means sharing the downside, not just the upside.
And yet, by the end of the 2000s, only about a third of the staff had taken the offer up. "The employees simply didn't take it up," Ronald says. It pushed him toward a question: was he part of the reason? As long as he and Sabine were around, staff could trust the founders to keep things on track: we know we can rely on Ronald or Sabine, they won't do anything bad, so why get more involved than we already are? That thought was part of what made him start to wonder whether it was time to go. Almost overnight, once he said he was leaving, "the question of ownership received a completely new urgency".
Every founder eventually faces the question of succession and who should own the company in the future. And most answer it in one of two ways: sell the company, or pass it to the family.
Handing it down wasn't an option for Ronald. That left the financially obvious route: a sale. And a real buyer was there. A large media group would gladly have taken the publisher on. But a new owner could simply set aside the shared decision-making and the participation, and steer the company wherever it liked. That was not what Ronald and Sabine had worked for.
So instead of selling to the highest bidder, Ronald made a different offer. The founders would let the employees take the company on, if they could finance a fair founder's compensation. Sabine mirrored the move, bringing in her own share on the same terms so that a workable model could be found, and stayed in the company as chief executive.
For compensation, Ronald did not ask for what an outside buyer might have paid, or for the full value of what he had created. He asked for enough to retire on and enough to start something new, benchmarked against what he might plausibly have earned and saved over a career in his original profession. A good part of the money he did receive, he notes, he then put back into the company.
The employees managed it: Some took out loans, some set up savings plans with the company, and colleagues stepped in as interim capital providers to bridge what others could not yet cover. The capital the company needed up front was raised without shutting anyone out.
That inclusiveness was a principle. The founders were set against a company of first- and second-class employees, some taking part and some merely employed, so the aim was for everyone to share in the takeover. But no one can be forced to put in private money, so the arrangement was graded:
It still shapes hiring today. Explaining the structure, and what it offers a new colleague, is part of bringing anyone on board. As Sabine puts it, they always told candidates it wasn't only the company choosing an employee: "you also look for a company, and you have to decide if this connects together."
Both founders are clear that none of it would have worked without the groundwork. A staff cannot be handed this kind of responsibility overnight. What made 2011 possible was that participation had been practised for decades: the shared decision-making of Chapter 3 (anchor link) and the profit- and capital-sharing of Chapter 4 (anchor link) meant the employees already knew how to weigh a hard decision, read the numbers, and put their own money at risk for the company's sake. The offer reached people who had, in effect, been preparing for it for years without knowing it.
What it didn’t settle was the machinery.
A company share normally bundles two kinds of right that steward ownership separates: the economic rights, a claim on profit, and the voting rights, control. Bio Verlag goes one step further and pulls apart a third strand as well, the capital itself, so that the people who put money in are not the same as those who hold the shares or cast the votes. The result is three separate flows.
A normal company share bundles three things into one hand: the capital you put in, the economic rights to the returns, and the voting rights that mean control. Whoever holds the share usually holds all three: invest the money, collect the profits, cast the votes. bio verlag pulls them apart. The result is three separate flows: the people who put the money in are not the people who hold the profit rights, nor the people who ultimately cast the direct votes.
|
Entity |
Role | Capital in | Profit Rights | Voting Rights |
|
Stiftung natur mensch kultur (charitable foundation) |
Anchors the mission | None | 97% | 25.1% (minority blocking) |
|
bio verlag-Stiftung (employee foundation) |
The control, in trust for staff | None | 3% | 74.9% |
|
Beteiligungs-KG (GmbH & Co. KG) |
The employees' capital vehicle | Employees pay in as limited partners, via participation certificates | no share of company profit* | None directly; elects the employee foundation's trustees |
*The table shows who owns and who controls the company, not how employees are paid. Their financial participation, the profit-share for every hour worked and the capped return on the capital they put in, continues today; since 2011 that capital simply flows through the KG rather than the older silent partnerships (Chapter 4, anchor link).
97 percent of the profit rights, but only 25.1 percent of the voting rights.
The charitable foundation holds almost all the profit rights*, yet cannot run the company. What it can do is block anything fundamental: no sale, no change to the capital, can happen without it. Who, he asks, would hand over serious money for the staff's majority only to find "that odd foundation still sitting in there". A louse in the fur no buyer wants. This is the anchor.
Two separate streams reach the mission through this foundation: the 97 percent of any distributed profit, and, apart from that, one percent of the company's revenue, which Bio Verlag sets aside for charitable projects whatever the year's profit turns out to be.
3 percent of the profit rights, 74.9 percent of the voting rights.
The employee foundation is the mirror image. It takes the everyday decisions, including appointing and dismissing management, through a trustee body split evenly across the three groups from Chapter 3 (anchor link): employees, team leaders, management. In practice it works like a family foundation, except the staff sit where a family normally would.
This is where the employees' own money comes in. Staff join as limited partners. Their capital buys participation certificates in the company's equity. And the KG's assembly elects the trustees who steer the employee foundation. Notice what employees don't hold directly:
Why does a mid-sized publisher need two foundations and a limited partnership? German law. Giving employees shares below value would have counted as income from work, and the social-insurance charges on that, with gift tax on top, would have sunk the company. The way through was charitable: route the profit-bearing rights, the 97 percent, into the charitable foundation, while the voting majority, which carries little taxable value on its own, went to the employee foundation. Finding precisely this construction took long work with the lawyers. As Sabine says, it was "a complex and challenging task, right down to the implementation." The complexity is not decoration. It is what made a lawful transfer possible at all.
Steward ownership and employee ownership grew up mainly as answers to the same problem: what happens to a company when its founder leaves. They share aims, keeping a business independent and true to its ethos, but they set different priorities. Employee ownership centres on the interests of the people who work there. Steward ownership centres on the company's purpose, ahead of shareholder value. bio verlag's 2011 succession ended up drawing on both, which is why it takes two labels rather than one.
Steward ownership rests on two principles (What is steward ownership?).
Neither principle is a promise: both are built into the structure.
Employee ownership, in the established sense, asks whether the workforce as a whole holds a significant, meaningful stake and is genuinely engaged. bio verlag clears that bar: the staff hold the voting majority through the foundation they elect, and they share both in the annual profit and in the returns on the capital they put in themselves (Chapter 4, anchor link).
It is specifically the indirect kind. The field separates direct employee ownership, where employees hold individually allocated shares, as in a worker cooperative or an ESOP, from indirect employee ownership, where nothing is allocated to individuals and control and benefit are held collectively, on behalf of all employees, present and future, as in a UK employee ownership trust.
bio verlag is indirect: no employee holds shares in the operating company in their own name. Those sit collectively in the two foundations, so the company itself cannot be sold, inherited, or accumulated by anyone. What employees do hold personally is a capital stake in the investment partnership, but it is deliberately built so it cannot be turned into private wealth: it earns only a capped dividend and profit-share, never a rising share value, and on leaving it is bought back at fixed value by the company alone. The stake in the company is collective by design, which is exactly why the model asks everyone to take part and why new colleagues keep feeding capital in.
They meet on control: in both models the reins stay with people connected to the company, not with absentee owners. They meet again on what is ruled out: no one can extract the company's value, profit without limit, or sell it for personal gain.
They part on what comes first. In pure employee ownership the employees' interests lead. In steward ownership the ultimate accountability runs to the company's purpose, which can at times put other claims ahead of the staff's. bio verlag keeps that steward ownership core, because the mission's anchor foundation holds the blocking minority: however much control employees exercise day to day, they cannot turn the company away from what it exists for.
So in the strict terms of the field, bio verlag is not an "employee-owned" company. It is a steward-owned company that delivers a real, collective employee stake, “indirect employee ownership”. For a fuller account of how the two models overlap and differ, see the dialogue between Graeme Nuttall (NCEO) and Maike Kauffmann (Purpose Foundation).
bio verlag did not set out to become steward-owned. They set out to find a structure that matched decades of lived participation and kept revising the answer. In the setting that came after 2011 they found steward ownership in combination with employee ownership the fitting one.
A structure like this one is only ever as strong as the practice around it. The foundations can hold ownership in place, but they cannot, by themselves, make each new generation step into the role. Stewardship is something people do, not just something a deed records, and keeping it alive turns out to be an additional question.
This is especially visible in succession. Ronald Steinmeyer's exit in 2011 went smoothly, in large part because the person taking over was Sabine Kauffmann, his co-founder who had led the company alongside him for years. Her own departure, years later, brought in someone from outside, and they realized: the founder's energy, and the habits that carry it, do not transfer automatically with the title.
Peter Koenig's "source" idea names precisely this. In his reading, the founding role of an initiative always sits with a person, not with a job description or a shareholding and it does not simply vanish when that person leaves. It has to be handed over deliberately and personally: the outgoing source genuinely letting go, and a specific successor taking the initiative on as their own.
So the structure and the daily life of the company need each other. The foundations and the KG are the scaffolding, but scaffolding holds up nothing on its own. It has to be filled with life: the meetings, the openness, the habit of deciding together, renewed each time a new person joins not just as an employee but as someone who shares in the stewardship.
Sabine's own advice: any company can widen participation. But carefully, and in small steps, not by importing a finished structure overnight.
(not final) We see Bio Verlag as a case where lived employee participation became the groundwork that made a steward ownership succession possible at all: people practise sharing decisions and success, and over time that grows into holding the company in trust for something larger. It is worth being precise about the difference the two models keep. Employee ownership's first aim is that the employees themselves do well. Bio Verlag has that, but it also answers to a purpose beyond the staff, an ecological mission the whole structure is built to protect. In that reading employee participation does not replace the mission; it feeds it.
(not final) Steward ownership is often misread as everyone owning an equal slice and voting on everything. Neither holds here. No individual owns the company; it is held in trust through the foundations. Management leads the business day to day and carries a few defined final responsibilities, most clearly the decision to let someone go, but it cannot impose its course: its veto blocks, it does not push through, and it answers to the elected trustee body. Stewardship is a role, exercised under democratic check, not a possession.
Bio Verlag's answer is its record: in decades of shared decisions, the staff have not voted against the company's interest. Trained transparency means people can read the numbers and judge what is at stake, and since value flows to the foundations and the mission, there is little to gain by raiding it. The clearest proof is the investment from Chapter 4 (anchor link): asked to risk a year's profit-share on the company's future, the staff voted yes.
Last updated: 13 July 2026
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