If as an owner, you don’t like the idea of your company’s culture and purpose changing after you sell the business, you’re not alone.
This is what prompted Dave Mazanowski, founder of Mainscape, based in Fishers, Indiana, to establish a purpose trust to sustain the company’s mission and vision in perpetuity.
“When you’re with people for 30-40 years, in some cases, they become like family,” Mazanowski says. “It’s hard to sell your family.”
What Is a Perpetual Purpose Trust?
A perpetual purpose trust allows owners to monetize their stake in the business while preserving their company’s values long into the future.
In Mainscape’s instance, the trust legally requires the company to operate for a defined higher purpose – honoring God through work, empowering employees, fostering personal and spiritual growth, and ensuring fair economic participation.
Mainscape provides economic participation by paying out profit shares on a yearly basis, based on employees’ roles and compensation. As they move more portions of the company into the trust, they will match the trust ownership percentage with the payout to team members.
“We’re not looking at a socialist model where it’s everybody gets paid the same,” says Mark Forsythe, CEO of Mainscape. “There’s a meritocracy. This person is doing this role that pays more, and so we pay more.”
This structure also prevents the company from ever being sold, ensuring its independence in perpetuity.
ESOPs vs EOT vs Purpose Trust
While many are familiar with ESOPs, perpetual purpose trusts are far rarer, with only around 100 in the U.S. currently, as the model is relatively new.
The main difference between ESOPs and purpose trusts is that ESOPs distribute financial ownership through retirement accounts, while the trust shares profits that employees can choose whether to save or use for present needs.
The trust also centralizes ownership in a mission‑anchored structure whose fiduciary responsibility is to the trust’s purpose rather than to shareholders.
“The ESOP has the fiduciary responsibility to the shareholder, so if you get an offer that’s 50% better than what the market is, the trustee goes, ‘I have to take that,’” Forsythe says.
Employee ownership trusts are similar to perpetual purpose trusts, but EOT are specifically designed for employee economic ownership, while perpetual purpose trusts are mission-focused.
“You can actually have a perpetual purpose trust that’s not focused on the employees,” Forsythe says. “You could have a professional purpose trust that says, ‘Hey, we’re going to benefit the environment,’ or ‘We’re going to go benefit local missions or foreign missions.’ You could actually have a different purpose than just primarily for your employees. In our case, our main focus is on our employees, as we’re trying to raise the bar on pay and on how our teams are taken care of and impact our communities.”
Governance Structure
Mainscape worked with Purpose Owned and Stronghold Ownership to draft the purpose of their trust so it is thoughtfully communicated and a beacon the organization can follow 50 years from now.
The trust also features a three-part governance system – the trust stewardship committee, trust enforcer, and trustee – to ensure the company is fulfilling their purpose.
The trust stewardship committee directs major decisions similar to a board of directors for a company. Mainscape’s committee is currently comprised of family members. Forsythe says that as the trust becomes established, this committee will include one family member, one member of Mainscape’s executive team, as well as other employees and industry outsiders.
Their committee will meet quarterly to review metrics and confirm Mainscape is staying true to the trust’s purpose.
“They just look at the board of Mainscape and say, ‘Are you doing what we outlined in this trust?’” Forsythe says.
One aspect that Mainscape is still navigating is what metrics they will use to measure the company’s adherence to the trust’s purpose.
Meanwhile, the trustee ensures legal compliance, and the trust enforcer serves as an independent watchdog whose sole responsibility is to ensure the trust continues to fulfill its purpose.
“The trust also empowers future leaders to maintain this protection by establishing a process to appoint successor enforcers, ensuring this role continues across generations and that the trust’s purpose remains the central guiding force for Mainscape’s long‑term future,” Forsythe says.
Forsythe notes that their trustee is based in Delaware to ensure the trust can continue in perpetuity.
“The majority of states do not allow trusts to go on in perpetuity,” Forsythe says. “They have a time window, it could be a certain number of years, it could be after the passing of somebody who’s a beneficiary of the trust, there are different things where they don’t allow them to go on forever.”
Who Should Consider a Perpetual Purpose Trust?
Whether a perpetual purpose trust is a good fit for your organization all depends on your exit goals.
Forsythe says if an owner’s goal is to make as much money as possible, they are best suited to sell the business. However, if they are looking to preserve their culture or pursue an employee-ownership option, this is a possible path to consider.
“Our purpose is our people, and we’ve got to do what we need to do to take care of our people,” Forsythe says. “And if that means walking away from what you could get for selling, then that’s what you do.”
Forsythe says their second objective with going this route is to provide a platform for other companies that might want to do the same thing.
“How can we use our platform to benefit some other companies that may want to make this change, but they’re a $5 million company in some town, and they’re like, ‘Well, gosh, I’d really like to do that, but there’s no way I would be able to set up a governance structure,’” Forsythe says.
Forsythe recommends that those who are interested in perpetual purpose trusts get plugged into networks that are helping with these types of transitions, such as Purpose Trust Ownership Network, NCEO, Common Trust, and Purpose Owned.
“I think you also have to have evaluated all the options to confirm what you want,” Forsythe says. “We worked with Brian Corbett of CCG Advisors for 18 years looking at options, even had a few LOIs that did not go through. It took that long and a lot of working through what was important to land on this option.”
“If people are interested, we’re more than willing to link arms with them and walk with them,” Mazanowski says. “Our purpose is our purpose. We’re glad to share with them, and if it aligns with theirs, we would be more than glad to help journey with them so they don’t feel alone.”
