For lawyers & advisers
A client asked about steward ownership.
How do you set it up under Estonian law? With ordinary building blocks — share classes, articles of association and a foundation — and careful drafting.
Structure, not a legal form
Two commitments — control stays inside, profits can’t be extracted — locked in the articles.
Existing law
OÜ or AS share classes, transfer restrictions and an independent sihtasutus as guardian.
Careful drafting
Entrenchment, steward succession, payout caps, investor terms and the tax on each step.
What the work involves
Steward ownership is a structure, not a legal form. It combines two commitments and locks them so they survive future owners.
In Estonia it can be built from existing instruments: an OÜ or AS with voting shares without profit rights and profit shares without votes, transfer restrictions, and an independent sihtasutus holding a golden share.
Our guides set out the mechanics, the open questions and the sources — with the date and reviewer of every legal chapter.
Where advisers come in
-
01
Articles of association
Share classes, transfer rules, steward succession and the golden share’s consent rights.
-
02
Foundation
Setting up or engaging a guardian SA with an independent board and a narrow purpose.
-
03
Tax review
Conversion of shares, the departing owner’s payout and transfers at below market value.
Read these, in this order
What people ask firstShort answers to the questions we hear most.
Is it enforceable under Estonian law?
The building blocks are ordinary. What needs care is entrenchment — making sure the two rules cannot be removed by an ordinary amendment of the articles, a merger or an issue of new shares.
Read moreWhat does it mean for tax?
Estonia taxes company profits when they are distributed. Retained profits — the norm in steward-owned companies — are not taxed at company level. Transitions need case-by-case analysis.
Read moreWhere are the precedents and templates?
Well-tested templates exist in Germany, the Netherlands and Switzerland. We are preparing Estonian model clauses with practising lawyers and will publish them openly, with named reviewers.
Read moreRecent articles for you
All articles
Next step
Help write the Estonian standard.
We are looking for lawyers, notaries and tax advisers to review our guides and co-author model clauses. Reviewers are credited by name.
Get in touch