Selling to an Employee Ownership Trust (EOT)

If you’re planning your exit, an Employee Ownership Trust (EOT) is an excellent opportunity for the right business. From zero Capital Gains Tax to generous tax-free employee bonuses, it’s clear to see why EOTs are becoming so popular.

Why sell your business to an EOT?

An EOT is a special kind of trust set up to hold shares in your company for the benefit of all employees. Providing you are selling more than 50% of your stake in the business, and meet other conditions (set out below), you and the business will enjoy the following benefits.

  • 0% Capital Gains Tax for the seller
  • Guaranteed market value for your shares (subject to independent valuation)
  • Exemption from Inheritance Tax charge normally triggered when selling shares to a trust below market value.
  • Certainty of exit in a clear time frame
  • Safeguard your legacy as a business owner, and protect your staff from restructuring post-sale
  • Reward your staff with annual tax-free bonuses of up to £3,600

Qualifying conditions

Not every business and owner is suitable for an Employee Ownership Trust, and several conditions must be met in order to qualify for the tax benefits of the transaction.

  • Your company must be a trading company (or the main company of a trading group)
  • You must dispose of more than 50% of your shares
  • All employees must be beneficiaries of the trust
  • The number of former owners remaining at the company (while owning at least 5% of it) must not account for more than 40% of total employees.
  • Trustees must be UK resident at the time of disposal

There is a four-year tax recovery period following an EOT transaction. That means the government can claw back any tax from the exiting shareholders up to four years after completion if EOT rules are broken.

How we can help

Martin Dean FCCA of Gravitate Corporate Finance has a proven track record of facilitating these transactions. Martin and his team can help you every step of the way to an EOT sale.

  • Assessing your suitability for an EOT
  • Ascertaining your business valuation
  • Setting up the EOT, including the trust deed and legals
  • Conducting due diligence, both legally and financially
  • Assessing and advising on your tax position
  • Facilitating all-important funding for the EOT to buy the shares
  • Helping you communicate the changes with your team and stakeholders
  • Helping establish governance structures to ensure the EOT is a success
  • Ensuring you are transaction ready, reviewing all documents and ensuring they are stored properly.

Download our free comprehensive guide to EOT

There is no one-size-fits all playbook for EOTs, so we strongly recommend a proper conversation about you, your business, and its goals. That way we can ensure this route is right for you, and help make it a reality.

To help you get started, though, we invite you to download our free EOT guide, which includes the fundamentals of an EOT, qualifying rules, benefits and other considerations.

Download your free copy of our EOT guide