communityfix.org

Perpetual-purpose trust: put voting control in a trust whose deed binds the company to its mission

#00101

Split voting from economic rights: put voting stock in an irrevocable purpose trust whose deed binds the company to its mission, and give non-voting economic stock to a mission nonprofit so profits fund the cause. The company stays for-profit but can never be sold away from its p

Parent issue

#00099 Mission-driven companies lose their mission as they scale — through sale, investor pressure, or profit extraction

Location

global

Description

Mechanism

Split the two things a share normally bundles — economic rights (dividends and sale proceeds) and voting rights (control) — and route them to different homes:

  • Voting stock → a perpetual-purpose trust. The voting stock is placed in an irrevocable trust whose deed binds the company to its purpose and governs board composition. The trust enforces the mission in perpetuity.
  • Economic stock → a mission nonprofit. The non-voting stock is given to a nonprofit, so dividends flow to the cause rather than to private owners.

The company keeps operating as a normal for-profit, but it can never be sold out from under its purpose, and effectively all distributable profit goes to the mission.

Where it fits

This model suits founders who want to give the company away to its purpose at succession — converting an exit moment into a permanent mission lock — and are comfortable with a trust-plus-nonprofit pairing rather than a single foundation veto. It scales to large, highly valuable companies where the founder wants all future profit, not just a capped share, to fund the cause.

Operating profile

  • Control is enshrined in a trust deed that future boards cannot rescind.
  • Almost all profit is routed to the mission via the nonprofit owner.
  • The choice of nonprofit vehicle matters: a US 501(c)(4) can fund advocacy and political work that a 501(c)(3) cannot, but that flexibility draws scrutiny over tax treatment and democratic legitimacy.

Honest limits

The trust is typically controlled by the founding family or hand-picked stewards, so the quality of the lock depends on who holds the trust. The structure prevents sale and extraction but does not by itself guarantee mission-faithful stewardship.

Evidence

Patagonia's 2022 restructuring is the flagship implementation and is documented as an attached case study.

Sub-issues

0
View all
No sub-issues yet. Add the first one →

Case studies

1
View all

communityfix.org