Discover how an ESOP could help you transition to retirement smoothly, reward employees and preserve your legacy.
After dedicating years to building your business, what if you could exit in a way that gets you fair market value, minimizes the upfront tax hit, rewards your loyal employees and preserves your business culture and legacy?
While that might sound too good to be true, an Employee Stock Ownership Plan (ESOP) is one tool that may be able to help you realize these goals.
An ESOP is a type of tax-advantaged workplace retirement plan. But unlike traditional retirement plans, such as a 401(k), employees don’t contribute their own money to make investments. Instead, they are allocated shares of the company’s stock within a trust as a percentage of their compensation.
As the business owner, an ESOP can also be used to strategically finance your business exit. “It’s a way to sell 1-100 percent of the company to your employees through a qualified plan with benefits for all parties: the owner, the company and the employees,” says Leslie Lauer, private wealth advisor and managing director of the ESOP Group at RBC Wealth Management–U.S.
More than 6,350 companies have an ESOP, and an average of 264 are created each year, according to the National Center for Employee Ownership.
There are several steps involved in this ownership transition strategy:
As a business succession strategy, an ESOP can offer considerable advantages, including:
When structured properly, an ESOP can help you defer—or possibly eliminate—the capital gains tax incurred when you sell your business. IRC Section 1042 allows an owner of a closely held C corporation to indefinitely defer capital gains tax on stock that is sold to an ESOP, provided you (or a collection of owners) sell at least 30 percent of your shares to the ESOP. Additionally, you must reinvest the proceeds into a Qualified Replacement Property (QRP) consisting of qualifying stocks and bonds of U.S. corporations.
To encourage business owners to sell their business to their employees, the government gives significant tax benefits to those companies operating as a C or S corporation. As a C corporation, the company can deduct the full purchase price of the shares by the ESOP, helping to reduce its taxable income and increase cash flow.
For S corporations, the percentage of the company that is owned by the ESOP no longer owes federal or state income tax. Earnings flow to the tax-exempt ESOP trust, proportionate to the outside shareholders’ ownership percentage. Therefore, if 100 percent of the shares are owned by the ESOP, the company typically operates entirely federal and state tax-free, allowing it to use the tax savings to pay off debt, pay benefits and grow the business.
An ESOP allows you to sell your company all at once, or in multiple stages. This allows owners to stay as involved in the company as they’d like, for as long as they want to be.
And even if you sell 100 percent of your company to an ESOP, you maintain control of the board and business operations until the company’s bank debt is fully repaid. In most cases, this means you’d have the ability to control future company decisions for several years after your exit.
As part of your ESOP transaction, you can structure the deal to include warrants that give you the right to buy shares of your company’s stock at a fixed price in the future, regardless of the market value.
If the company continues to thrive after you leave, the stock share price may rise, letting you buy in at a discount and then sell for a profit.
“A significant ESOP benefit for employees is that it’s essentially a free retirement plan,” says Lauer. “It can be a valuable safety net for people who otherwise might not be able to save.”
An ESOP can also reduce turnover by offering more benefits to loyal, long-term employees. This strategy can be particularly beneficial in industries where a company’s value depends heavily on the skills and commitment of its workforce, such as manufacturing, professional services and construction.
When you sell through an ESOP, you transfer ownership of the business to your existing employees and management team, passing the torch to people who helped you build it. This helps see that your business continues to operate in the same way, with the same values and culture, versus an external deal where the new owner might decide to make changes to the operations, branding and/or staff.
Not every business is a fit for an ESOP. Here’s what to consider when determining whether this strategy makes sense for you, both legally and operationally.
To set up an ESOP, your business must be structured as a C or an S corporation. Partnerships, LLCs and professional corporations can’t use this strategy.
You also need to consider whether your business will remain successful after you step away. Do you have an excellent management team behind you? “If you’re the go-to decision-maker for every major issue, and don’t believe the current management team is ready to take over, it likely isn’t a good fit,” Lauer says.
Does your company have a strong balance sheet and business model, with solid growth prospects for the future? Companies that are heavily in debt or that aren’t currently profitable would struggle to pay off the ESOP loan.
Lauer recommends that you consider an ESOP only if your company has at least 30 employees. “You need a critical mass of employees to make it sustainable—the more, the better,” she says.
How quickly do you want to be paid out? Through an ESOP, you typically receive only a portion of the sale proceeds up front, with the remainder paid out over several years. If this timeline seems too lengthy, an outright sale to a third party may be a better option.
Like any qualified retirement plan, ESOPs are closely regulated by the Department of Labor and the IRS. An improperly designed plan could lead to a lawsuit or government fines, not to mention reducing the benefits for yourself and your staff.
If you think an ESOP makes sense for your company structure, staff and goals, it’s crucial to invest in the right advice and support to get set up. This team of professionals should include financial advisors, valuation experts, attorneys and tax professionals, as well as a plan administrator to run the ESOP itself.
In addition to planning for your business, you should also meet with your personal financial advisor, accountant and estate-planning attorney for guidance on how to best incorporate an ESOP sale into your personal wealth plan.
Neither RBC Wealth Management, a division of RBC Capital Markets, LLC (“RBC WM”), nor its affiliates or employees provide legal, accounting or tax advice. All legal, accounting or tax decisions regarding your accounts and any transactions or investments entered into in relation to such accounts, should be made in consultation with your independent advisors. No information, including but not limited to written materials, provided by RBC WM or its affiliates or employees should be construed as legal, accounting or tax advice.
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