The industry’s fairest corporate structure

Luoto Company’s ownership is based on a group structure, with the criteria for the holdings in the different companies being determined according to the company’s operations. The company’s sales, marketing, financial administration, human resources, and other administration constitute a separate company, and the service business operations are concentrated in separate parallel companies consisting of 20 experts. Ownership is divided between the founders (20%) and the working professionals (80%).

We also wanted to make ownership relevant in terms of decision-making, and this is only possible through teams of limited size where people can properly get to know each other. Each company is autonomous in its own affairs, but together we are Luoto Company. Participation in various issues, from strategy onwards, is also voluntary, and grounded in open access to information. We are genuinely community-driven, with streamlined decision-making through a majority vote. In the event of a tied vote, it is the task of the founders to ensure that progress can be made on the issue in question.

It’s been working for a long time already. In a free market economy, a company can distribute holdings as it sees fit, subject to legislation. At the same time, most companies in the world are also jointly owned. It is just a matter of different division ratios, of the related grounds for division, funding, and dynamics. In our opinion, expert organizations, in particular, should distribute ownership more evenly.

It is clear from experience that joint ownership solves many of the current problems related to individual pay, ranging from internal competition to unclear pay criteria and career path choices. Most individual metrics do not take into account many factors that provide added value for a company, such as collaborative networks, success in customer service, or lunch discussions with ex-colleagues. For us, these are also things that are important to everyone in terms of performance and value.

What is also unique about us is the division of employee ownership: we are 80 per cent owned by working professionals, with the remainder owned by the founders. Ownership is also an equalizing factor, but at the same time our rationale is clear enough, and the roles, skills, and work experience are similar. Alongside the freedoms, responsibilities are distributed more evenly, and the community members, including the founders, are accountable to each other and not as individuals to a supervisor. Transparency is as important as ensuring that decision-making is possible. This means that joint ownership has worked both over the course of time in more traditional companies as well as in our company, in which what is new is merely the fairer distribution ratio and new modes of working together.

No. Complete transparency, a flat organizational structure, and transparent criteria for distribution ratios are essential. Partnership is also considered from the point of view of legislation and fairness, whether the issue is free-riding or flexibility required by an individual. Partners in more conventional start-ups, just like athletes in team sports, are in it together, where everyone can see what is or is not happening on the field. Free riding is actually much more likely in hierarchical and/or closed organizations.

Not if the criteria are clear. If anything, it leads to trust, a sense of fairness, genuine team spirit, and commitment. We also often see colleagues being helped unselfishly, as this is in the interest of everyone as a community. Help is available on request, and we have never witnessed a situation in which a colleague would not give attention to an important matters that others are dealing with even when things are really busy. In fact, transparency ultimately leads to a better customer experience because the entire company stands together (and not as individuals) behind the objectives. Customers get the benefit not only of an individual but a genuine team. In addition to pay, 100% of other company information is also fully transparent and accessible to all partners.

The key differences between an owner and employee are related to decision-making, financial power, profit sharing, transparency of information, and increasing the company’s value. In terms of valuation alone, our combined intellectual capital is an extremely valuable asset on the balance sheet, and we all take care of it together. Partnership also interconnects team members more closely, and in terms of individual freedoms, the arrangement is no different from normal employment. No one is forced to own a share of the company, and divesting shares is never a problem. However, when you are a partner in your own workplace, work becomes more meaningful. As a special feature in our ownership, we have also considered the possibility of decision-making, which in most cases is no longer practicable when the number of owners becomes so large that people do not know each other.

Things can get tough for any company, and it is mainly the company structure that determines who makes the decisions. In the traditional context, this eventually leads to collective redundancy consultations, which can result in lay-offs. In our company, in the event of major difficulties, such as financial problems, we would first convene the partners to discuss the situation. Everyone is involved in decision-making. After all, an extensive analysis, complete transparency and decision-making ability is everything you need to resolve the situation. Final decisions are made through a majority vote, and in the event of a tie the founders have the final say. Another strength of our culture is that knowledge is not concentrated in the hands of a few – it is widely distributed, so that decisions can be made from a broader perspective.

Obviously it is based on national tax legislation. From the outset, in Finland we have acquired know-how, sought legal advice and dealt openly with the tax authorities in matters related to the partnership model and have considered advance rulings. We were pleased to note that the Finnish Tax Administration’s new, in-depth guide, Taxation of Employee Offerings, entered into force on January 1, 2021, making it easier for unlisted companies to develop a broader partnership-based model. Other relevant regulations of the Finnish Tax Administration concern matters such as disguised dividends, taxation of dividend income, and the valuation of assets in inheritance and gift taxation, and, to some extent, the taxation of dividend and surplus based on work contribution.

The main applicable legislation is the Limited Liability Companies Act, labor law, the collective agreement for the industry and the partnership agreement being the most important. We all have transparent normal salaries, which can be adjusted by employees. Although benefits are individually based, with budgeting decided as in any normal company, all partners can make purchases, use services and flexible working hours and, for example, take time for skills development as needed. We also hold Annual General Meeting, during which we decide the distribution of profits in accordance with the ownership ratios. During the Meeting we also improve the way our company works together, as in increase the value of the company’s share capital.

It depends on how you look at it. On the one hand, there is new type of work, which is related to this company structure, and the company must have a good knowledge of tax law, the Limited Liability Companies Act, labor law, and other applicable rules. On the other hand, a great deal of non-legislative bureaucracy between the employer and the employee is eliminated, such as negotiations about annual salaries and careers, or investment decisions. We also have considerably more freedom. We are nimbler and more able to adapt. The responsibilities are divided more evenly, and individual flexibility is possible. We know from experience that overall, the amount of administrative work is not significantly greater than in a conventional company.

Why not? It’s also a matter of ownership and a fairer working life. Nevertheless, we do not think that different models can be ranked, because everything always depends on the individual’s desires and life situation. As for us, we wanted to introduce a new option to the market that is based on our belief, grounded in many factors, in the advantages of a strong team of experts. This is the fundamental reason why we established Luoto Company. However, we also have personal experience of the benefits of the freelance model.

By comparison, we are a team with a common value system, and our own sales (vs. freelancers’ that are often through outsourced sales) and other operational functions. Our own sales are for our partners, and we can submit bids for projects as a community. In addition, the community spirit, business development and skills development are there for everyone’s benefit. The partners themselves also decide on the cost structure and individual flexibility. In addition, the company has value and, in terms of financial results, we are stable in the long term. For example, sporadic gaps in projects and or changes in the hourly prices of an individual project do not stand out in the community to the extent that they would for individuals working as freelancers. From the perspective of international competition, we also think that a team is stronger than an individual.

In summary, our community offers many opportunities that cannot be achieved as an individual, but on the other hand, joining it also binds you somewhat more, for example to common decision-making and values. What is the best model? That must be decided by everyone individually. For us, the most important thing is that there are many different fair options on the market, and you can select the one that suits you best.

We are creating something completely new, so we are still at square one in many areas. For example, we are aware that long periods of parental leave and other absences are not compatible with the partnership model, as shares cannot be put “on the shelf” for a year. However, this is a feature of partnership models in conventional companies as well. In general, we also have fine-tuning to do, e.g. in developing a ‘working time bank’, in procurement, and the ownership-related culture in general.

It will also be interesting to see how, in our case, the structure of the different parallel companies works in the longer term. However, through open discussions, our everyday business life is running smoothly, and we have found solutions to dozens of issues. In these matters, our value of fairness is an extremely strong driver in collaborative decision-making: How do we resolve issue X fairly?

Moreover, larger, completely open issues related to development include, for example, other industries, cost and financial structures, not to mention juniors or joint ownership between people from otherwise different backgrounds and with different skill levels, where there are greater differences between individuals. Perhaps arriving at these issues will mean we’re close to squares two or three. Time will tell. More generally a digital leap in financial administration would also be valuable but everything works good at the moment.

We believe that instead of large companies, the future of specialist work lies in smaller companies that work together as an ecosystem. For this reason, we have given new entrepreneurs access to the details of our ownership model. We also ensure that the identity of such new subsidiary companies in our ecosystem will be rich and distinctive. Yet, the factor uniting the ecosystem is that we share the same values and ownership model, so we can better serve our customers together based on our unique abilities.

We prefer to talk about a new era of capitalism. By this we mean that in addition to money, there are other forms of capital – especially knowhow and time. These days, several researchers also speak of nature as capital in the context of new capitalism. For us, it does not really matter what terms are used to talk about this in a free market economy. Change and adaptation are more important than wording.

Almost every service company, particularly those based on specific expertise, could share more decision-making power with their employees through self-organization. We believe that intellectual capital that companies hold should be at the heart of the valuation of these companies. In specialist and service companies in general, hierarchical structures built on the existence of middle/central management are also slow to respond to market and customer requirements. Their decision-making takes place too far away from the customers and therefore is not flexible. We believe that in a rapidly changing world, smaller jointly owned service companies are a much nimbler and efficient way to serve customers well. Based on the procurement trends, this is also the opinion of an increasing number of customers.

In our experience, fair ownership and decision-making power also increase commitment and result in better decisions and better service. In any case, who would make smarter decisions for the customer: the middle managers or the people who actually work for and know the customer?