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The lines between foundation ownership and steward-ownership are often blurred, leading to confusion. Are the two terms interchangeable? Are they two words for the same thing? How 'safe' are the principles of steward-ownership, self-determination and purpose orientation, in a foundation-owned company? Myths circulate, and the truth frequently lies in the fine print, especially when it comes to the legal frameworks that vary from country to country.
A common question – can a foundation sell a company it owns? – doesn’t have a universal answer. It often depends on the national legal context.
Recently, the sale of a foundation-owned holiday park organization made headlines in the Netherlands. The story sparked a national debate about mission, ownership, and continuity. We Are Stewards, champions of steward-ownership in the Netherlands, took a closer look at this case through the lens of steward-ownership. Here’s the English version of their perspective.
July 2025, by We Are Stewards
It was recently announced that the charitable foundation SIOC (Stichting Interkerkelijk Oriëntatie Centrum) intends to sell RCN Holiday Parks to American investment firm Blackstone.
RCN (Recreatie Centra Nederland) was originally founded by the Dutch Reformed Church to provide affordable holiday options for “middle-class families and skilled workers.” SIOC has managed RCN’s shares for decades, with all profits reinvested in social projects, such as offering free holidays to people with illnesses or those who cannot afford a vacation. In recent years, annual dividends reached €750,000.
RCN’s first park, Het Grote Bos, opened in 1952 on the Hydepark estate in Doorn. Since then, RCN has grown to 18 parks, half in the Netherlands, the rest in France and Germany. Throughout, the company remained independent, with SIOC as sole shareholder. Until now.
SIOC now wants to sell the business, citing that it can no longer financially support further growth. A surprising reason and a significant step, since growth was never an end in itself for SIOC – or so you would think.
Blackstone, one of the world’s largest investment firms, is set to acquire RCN. Although SIOC claims the company’s social identity will be preserved, the sale has sparked public concern, even drawing attention in the Dutch Parliament. Lawyer Sophie Kuijpers published a critical column on LinkedIn, and we received numerous emails from concerned tenants.
The central question: Why would a charitable foundation sell a thriving, mission-driven business to a profit-oriented investor after nearly 75 years?
It can be done differently – there are alternatives. When Toon Weijenborg retired last year, he chose not to sell Camping Zeeburg to a major chain, but instead transferred ownership to a foundation. The foundation uses profits to keep the campsite financially healthy, with any surplus going to social projects in Amsterdam.
“This way, the site can always exist. Both for guests and for the city,” says Toon in an interview with Rabo&Co.
A charitable foundation (an ANBI in Dutch tax terms) can use business ownership to channel profits toward public benefit, creating a model of “profit for good” that works now and in the future.
But this raises a crucial question: Can a charitable foundation be a good steward of a business? At first glance, it seems like a natural fit. After all, both ANBIs and many businesses aim to serve a societal purpose. But in practice, tensions can arise.
The RCN sale and other examples illustrate this. In the late 1970s, packaging company Van Leer Group was donated by its founder to the Van Leer Foundation, to support early childhood development worldwide. Within 20 years, the foundation had sold the company and turned into a traditional investment fund. A mission-driven steward had transformed into a conventional wealth manager.
ANBIs are legally obligated to serve the public good. Their assets and income must benefit social causes. This means an ANBI might sell an enterprise if its board believes doing so supports its goals. But such decisions can compromise a company’s mission or continuity.
Steward-ownership, by contrast, puts the company’s mission and independence first. In this model, shareholders serve the business – not the other way around. If an ANBI owns a company outright, there’s a risk that the business becomes subordinate to the foundation’s goals. Still, the two can work together – if the structure is thoughtfully designed.
If an ANBI is to be involved in a steward-owned structure, it requires careful legal architecture. Here are some key tools and principles:
1. Mission Alignment
The company’s purpose must align closely with the ANBI’s public-interest goal. This isn’t always straightforward, since many business activities don’t qualify as “public benefit” by default.
2. Statutory Restrictions
The foundation’s bylaws can explicitly prohibit selling the company. This clause can be structured so that only a court can amend it, raising the bar for change.
(Similarly, a liquidation clause can ensure that any proceeds from liquidation are always used for charitable purposes, even if the foundation loses its ANBI status.)
3. Continuity Obligation
A binding agreement can require the ANBI to maintain ownership and prevent actions that would undermine the company’s core values. This is considered good practice, for example, when transferring an existing business to an ANBI.
4. Appointment of Stewards
To prevent stewards (board members of the ANBI) from being appointed without any affinity with the company, agreements can be made to give employees of the company a role in appointing (some of) the ANBI’s board members.
Employees could be granted the right to nominate, appoint, or approve stewards.
5. Golden Share or Approval Rights
A “priority share” (or golden share) can carry veto power over critical decisions like a sale or mission change. This ensures key stakeholders – such as employees – can uphold the company’s steward-owned identity. Employees of the company or other stakeholders could (also) be given approval rights for such significant decisions.
6. Separate Profit from Control
The ANBI could retain the right to (a portion of) the profits, without having voting rights or influence over decisions made in the shareholders’ meeting.
This can be structured by creating different classes of shares and transferring non-voting shares to the ANBI – an approach used by companies like Bosch and Patagonia. Another option is share certification via a STAK (a Dutch foundation that holds legal ownership of shares), as seen with Donker Groep. A key consideration in certification is ensuring that the financial interests of the certificate holder (in this case, the ANBI) can be made subordinate to the company’s mission. This prevents the STAK board from making the company subservient to the ANBI.
A combination of both approaches is also possible, as done at Voys: shares are certified, and the ANBI, as certificate holder, has rights to profit only – without control and without access to the company’s general meeting.
In this way, financial involvement is fully separated from decision-making power.
The sale of RCN Holiday Parks to Blackstone underscores that an ANBI, even as sole owner, does not always guarantee the preservation of a company’s mission(-orientation, editor's note) and continuity.
However, there are plenty of tools available to ensure that both the ANBI’s charitable objectives and the company’s mission and long-term continuity can be upheld.
Companies like Bosch, Patagonia, Voys, and others show how this can work in practice.
Please find the original article here.