Employee Ownership Trust

Setting Up Employee Ownership Trust

Thinking of setting up an Employee Ownership Trust?

Our expert advisers can guide you every step of the way from assessing viability and securing HMRC clearance to structuring finance and trustee arrangements. We’ll keep the process clear, compliant, and tailored to your goals.

Book a free consultation today to explore if an EOT is the right succession strategy for you.

Is an Employee Ownership Trust Right for You When Selling Your Business?

If you’re thinking about selling your business but questioning the best way to meet your goals, an Employee Ownership Trust (EOT) could be the answer. Selling to an EOT is an increasingly popular option for business owners looking for an effective succession strategy. Many owners are attracted by the 0% Capital Gains Tax relief, but the benefits extend far beyond tax.

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    Selling to an EOT can offer a smooth transition for both owners and employees, reducing complexity and ensuring continuity. An EOT allows you to sell your business at full commercial value, on your timeline, while protecting your legacy and empowering your employees, and also provides significant tax advantages that make it an attractive choice.

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    What is an Employee Ownership Trust?

    An EOT is a special type of employee benefit trust set up to hold a controlling stake in a company on behalf of its employees. The trust holds shares for the benefit of employees, ensuring that ownership and control are maintained collectively. Instead of selling to a trade buyer or private equity, you sell to a trust that safeguards the business for the long term.

    Employee ownership trusts (EOTs) were established as a government initiative in the UK to promote employee ownership and facilitate tax-efficient business transfers. The EOT structure is distinct from other employee ownership structures and business models, such as direct share ownership or other forms of employee benefit trusts. EOTs are a popular employee ownership structure and business model for succession planning, offering significant tax advantages and supporting long-term business stability.

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    Busting the Myths of EOTs

    • Gift vs. Sale – An EOT is a commercial sale at full market value, not a gift. Sellers are repaid through vendor loans and/or external finance. Not all shareholders need to sell shares to the EOT; the trust only needs to acquire a controlling interest.
    • Too Complex? – While the legal qualifying conditions are important, the focus is on building a strong, team-driven business for the future.
    • “I Don’t Have a Senior Team” – You don’t need a fully developed team in place from day one. Many sellers stay on for a period to train and mentor.
    • EOT vs. MBO – Unlike management buyouts, managers don’t need to personally guarantee funding, reducing risk and improving alignment.
    • Employee Voice – EOTs aren’t employee-run democracies. Day-to-day operations remain with management, with the trust providing oversight.
    • Trustees – Trustees are usually professionals, former owners, or employees, ensuring fiduciary duty to both sellers and staff.
    • Tax Incentives – In addition to 0% CGT for sellers, employees can receive annual tax-free bonuses of up to £3,600.
    • Valuation & Finance – EOT sales are typically at full commercial value, with the purchase price determined by an independent valuation. The purchase price is often paid over time from company profits, usually involving an initial payment and deferred consideration, and may include external loans. The EOT acquires the company’s share capital when business owners sell shares to the trust. Sale proceeds are typically exempt from capital gains tax, and employees do not need to use their own funds to acquire shares. Vendor loan repayments are funded from future profits—far less risky than earn-outs.
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    Why Choose an EOT?

    • 0% Capital Gains Tax – Government-approved relief for sellers, with additional tax advantages such as potential relief from inheritance tax and income tax on qualifying EOT transactions.
    • Full Value Realised – Achieve a commercial valuation, not a discounted one.
    • Succession Planning – Protect your business legacy, maintain a positive business culture, and reward employees.
    • Flexibility – Stay involved during transition and control the timing of your exit.
    • Employee Engagement – EOT companies consistently outperform:
    • +4.6% sales growth
    • +25.5% operating profit
    • +4.5% productivity gains (EO Association data)
    • Pay Tax Free Bonuses – EOTs allow companies to pay tax free bonuses to employees, providing a significant benefit.
    • Business Asset Disposal Relief Alternative – EOTs offer a tax-efficient exit strategy that can be an alternative to business asset disposal relief (BADR) for business owners.

    Overall, choosing an EOT provides substantial benefit to both the company and its employees.

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    Our Approach – Sale with Confidence

    We specialise in helping business owners transition successfully to Employee Ownership. Our consultants provide:

    • Full EOT Viability Assessment – Is it right for you?
    • HMRC Clearance – Ensuring 0% CGT relief applies to your sale, and confirming that certain conditions and key conditions are met for tax relief.
    • Valuation & Finance Options – Structuring vendor loans and external funding.
    • Legal Documentation – Keeping technicalities simple and clear, with compliance to the latest Finance Act and relevant tax year requirements.
    • Trustee Introductions – Reputable professional trustees to oversee governance, clarifying the role of EOT trustees in company oversight and distinction from the management team.
    • Communication & Training – Helping you align management and employees, supporting the management team, and establishing an employees council to enhance employee engagement and governance.

    Is an EOT Right for Your Business?

    Every business is different, and an EOT may or may not be the best fit. We’ll take the time to understand your aspirations and walk you through the process clearly, ensuring you have confidence in your decision.

    📞 Book a Free Consultation Today
    Find out if an Employee Ownership Trust could work for your business – and how you can sell at full value, pay 0% Capital Gains Tax, and secure your company’s future.

    Can an EOT Be Resold?

    Technically, yes — an Employee Ownership Trust itself cannot be sold, but the trading company it owns could sell its shares. However, in practice, resales are extremely rare due to several key factors:

    • Loan Repayment – Vendor loan notes to the selling shareholders must usually be fully repaid before any resale is considered.
    • Trustee Oversight – Trustees must prioritise the best interests of employees, not ex-sellers or management.
    • Cultural Barriers – Buyers may be reluctant to take on a business that has transitioned to employee ownership, fearing disruption.
    • Tax Consequences – While initial sales to EOTs enjoy 0% CGT, this is a deferral. On resale, CGT applies at prevailing rates, and proceeds distributed to employees are taxed as income — potentially leading to combined charges of up to 80%.

    📊 In reality: With nearly 2,000 employee-owned businesses in the UK, very few have ever been resold. The model is designed for long-term sustainability, not short-term exit.

    What’s the focus instead?

    Employee-owned businesses are built to:

    • Improve team alignment and engagement
    • Provide tangible employee rewards (bonuses up to £3,600 tax-free, healthcare, benefits)
    • Ensure succession and continuity for the business

    Conclusion: An EOT isn’t about resale — it’s about building a resilient, people-focused business that grows and rewards employees over the long term.

    Plan Today. Protect Tomorrow. Book a Free Consultation

    Expert Guidance for High Net Worth Individuals

    1
    Comprehensive Wealth Analysis

    A detailed review of your global assets, liabilities, and family objectives ensures every element of your estate is structured to minimise tax and protect wealth.

    2
    Advanced Tax Mitigation Strategies

    Utilising trusts, Family Investment Companies, and lifetime gifting, we help reduce exposure to Inheritance Tax (IHT), Capital Gains Tax, and other UK and international taxes.

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    3
    Tailored Succession Planning

    Custom plans ensure seamless wealth transfer to the next generation, balancing fairness, family dynamics, and long-term financial security.

    4
    Asset Protection & Risk Management

    Strategies such as Asset Protection Trusts safeguard property and investments from creditors, divorce settlements, and market volatility.

    5
    Global Estate Coordination

    For clients with cross-border assets, we provide integrated planning to manage multi-jurisdictional tax laws and ensure compliance worldwide.