Building a legacy with Employee Ownership Trusts

What is an employee ownership trust (EOT)?

Employee Ownership Trusts (EOTs) were introduced by the government in 2014 to provide a tax-efficient structure for the sale of a controlling interest in a trading company to its employees.

The flexibility and tax advantages of EOTs have helped them gain traction as an exit strategy in recent years, especially given the current economic outlook.

Using EOTs for succession planning can allow the owner of a business to pass on the company to its employees for full market value without incurring a CGT charge. This method of sale can provide an alternative to external sales, management buy-outs, or private equity-backed buy-outs.

The advantages of using a qualifying EOT for succession planning are as follows:

• an immediate purchaser for the trading company
• no capital gains tax on the vendors
• enables succession in family companies where nobody in the family wants to continue the business
• encourages employees to take a more active and constructive interest in the business
• flexibility for current shareholders to sell all or some of their shares (subject to limits required by the controlling interest and limited participation requirements)
• current owners can remain as directors and receive market-rate remuneration
• companies owned by EOTs can pay tax-free bonuses to their employees of up to £3,600, although NIC still remains payable

An EOT awards recognition for the contribution of a workforce yet maintains the culture and legacy already created. In turn, the business will find an increase in employee retention, and employment opportunities will be more attractive. Although the employee structure and day-to-day operations remain the same, the EOT gives employees the ability to contribute to business decisions.

Many family-owned or SME businesses do not have a succession plan in place so opting for an EOT removes any pressures should an illness or financial problem occur and in the future should the business choose to grow the process is proved to be more efficient with lower costs.

How can an EOT be structured?

1. Tradeco makes a contribution to EOT, alternatively, EOT could borrow from a third-party lender.
2. The vendor receives initial day 1 cash and/or deferred consideration for the share purchase.
3. The vendor sells a minimum of 51% of the equity in Tradeco.
4. Employees may receive a tax-free bonus of up to £3,600 per year.
5. Key employees may be offered share options or equity as a wider/specific incentivization package.

Key Benefits

• Improved performance: better financial performance leading to sector growth and becoming more competitive within the market
• Increased transparency: improved communications with employees on the financial position
• Increased productivity: employees feel more incentivized to better the quality and services for their company.

EOT Conditions

• the business must be a trading company or the holding company of a trading group
• the trustees must retain a controlling interest in the business on an ongoing basis
• the number of continuing shareholders who are directors or employees (and people connected with them) must not exceed 40% of the total number of employees of the company or group.
• the settled property (the shares) must be applied for the benefit of all eligible employees on the same terms (but may distinguish the application of benefits based on length of service, working hours, and remuneration)

An incorrectly structured sale to an EOT can have adverse and unexpected tax consequences, therefore it is important to seek professional advice from an advisor with previous experience setting up EOTs before proceeding.

If you would like further information on Employee Ownership Trusts, please do not hesitate to contact the Pierce Corporate Finance Team or Tax Director Dominic Ball on 01254 688100.