The One-Stop ESOP Blog

When it comes to running a family owned business, succession planning is an often overlooked yet essential consideration. In fact, many family companies don’t last beyond a single generation. For those that do, succession planning is a must.

But the subject of ownership transition can be thorny in a family firm, and the issue can become even more complex when some children prefer to remain involved in the business while others pursue their own interests.

The question of whether a business is a good fit for an employee stock ownership plan (ESOP) gets a lot of attention, but ESOP companies share another story worth telling. It’s about how transitioning to an ESOP can support many different types of businesses’ ongoing success.

In the course of investigating exit strategies, business owners often look for a straightforward comparison of the different ways to sell a company.

Unfortunately, side-by-side comparisons are hard to come by. And, when you find them, they’re often oversimplified and even inaccurate. Besides, every business is different, and so are the needs of every seller. You may not get the answers you need.

Owners also often look to trusted advisors — attorneys, accountants, financial advisors, and other specialists — when the need to sell the business appears on the horizon. 

For many business owners evaluating exit strategy options, timing is a critical consideration.

The decision to sell to an ESOP and establish employee ownership is much more than a financial determination. An owner who chooses to set up an ESOP demonstrates a commitment to continuity, employee goodwill, and the ongoing success of the business.

Nevertheless, ESOP timing and timelines matter. A departing owner often wants to be able to predict a transition path, and employees appreciate a degree of predictability in any ownership transition scenario.

One of an Employee Stock Ownership Plan’s (ESOP) distinctive advantages is its value as a qualified retirement plan. Questions about how ESOP share values are distributed and taxed are important not only to ESOP companies’ leadership teams, but also to employees.

As a defined contribution benefit plan, an ESOP can be an important part of an employee’s retirement savings. For this reason, it’s vital for employees to understand the basics about taxation of ESOP distributions.

Most business owners recognize the value of planning for building and growing a successful company.

It takes entrepreneurial thinking and strong problem-solving skills to start and grow a business, and your exit — whether for retirement or another reason — is just as important a phase in the lifecycle of your company.

As a business owner, your exit strategy plan matters not only to you and your family, but also to your employees, customers, vendors, strategic partners, and the community at large.

Some entrepreneurs include an exit strategy in their initial business plan. That’s a great idea, but it’s also vital to recognize when conditions change and other options may become more beneficial.

Creating an exit strategy business plan well in advance can give you the advantage of clarity in the planning process as you make strategic choices that can strengthen your position for a sale, merger, or other deal.

Benefit #9 of selling to an ESOP: It creates the liquidity event now. This enables shareholders to diversify and begin to access value prior to retirement. The ESOP cannot pay a synergistic premium. This enables shareholders to diversify and begin to access value prior to retirement. Selling to an ESOP is always a stock sale which is more favorable from a tax standpoint than a traditional asset sale. 

Additional key tax benefit;  The portion of a company owned by an S Corporation ESOP is not subject to. federal or state income taxation, increasing cash flow and providing the company with a competitive advantage. This means that S Corporations that are 100% ESOP-owned are not subject to any federal or state income taxes, increasing cash flow and providing the company with a competitive advantage. 

Check out this brief animated video to learn more about ESOPs. 

A key step in the process of establishing and structuring an ESOP (employee stock ownership plan) company is identifying, vetting, and selecting a qualified ESOP trustee. 

An integral part of the ESOP Corporate Governance process, the ESOP trustee holds an essential role as the legal shareholder of the shares held by the ESOP trust. 

This shareholder position is a fiduciary role that involves numerous, critical responsibilities.

So, what are an ESOP trustee’s fiduciary responsibilities? What about other ESOP-related trustee duties?

Here, we’ll walk through the fundamental duties and responsibilities of an ESOP trustee:

1. Satisfy ERISA fiduciary responsibilities
2. Engage the independent ESOP appraiser
3. Establish the annual ESOP stock price
4. Vote ESOP shares to select the board of directors
5. Manage assets of the ESOP trust
6. Ensure plan documents are followed
7. Thoroughly document decision-making processes

It’s hard to overstate the importance of choosing a qualified ESOP trustee, given the need for due diligence in every decision related to ESOP transactions. ESOP trustee responsibilities, when properly executed, ensure regulatory compliance and a healthier ESOP company. 

Benefit #8 of selling to an ESOP: It provides more ESOP after-tax payments than a sale to a third party. The ESOP cannot pay a synergistic premium. Selling to an ESOP is always a stock sale which is more favorable from a tax standpoint than a traditional asset sale. 

When analyzing the purchase price, it is essential to consider the after-tax proceeds when comparing an ESOP transaction sale to a third-party sale. In a stock sale, the seller is generally eligible for long-term capital gain treatment at the current long-term capital gains rate. The more common sale alternative, the asset sale, is generally taxed at the higher ordinary-income rate.  

Additional key tax benefit;  The portion of a company owned by an S Corporation ESOP is not subject to. federal or state income taxation, increasing cash flow and providing the company with a competitive advantage. This means that S Corporations that are 100% ESOP-owned are not subject to any federal or state income taxes, increasing cash flow and providing the company with a competitive advantage. 

Check out this brief animated video to learn more about ESOPs. 

Clear and comprehensive plans for the timing of ESOP distributions are essential to effective ESOP management. A written distribution policy complements the ESOP plan documents, and helps ensure that all participants understand your plan’s current distribution process. 

While there are clear ESOP distribution rules that govern the timing of distributions for terminated employees with vested ESOP account balances, there are also exceptions, which allow some flexibility. At the same time, these exceptions could cause confusion if distribution plans are updated without clearly communicating changes to participants. 

Many ESOP employers have questions about requirements for the timing of distributions, especially for vested employees who are not retiring, disabled, or deceased. Here’s what you need to know about the requirements for ESOP distribution timing, and how to ensure your plan for distributions is not only in compliance with IRC regulations, but is also clear and easy to understand for plan participants.