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 will 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 are 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.

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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    Setting Up Employee Ownership Trust

    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, showing plus 4.6 percent sales growth, plus 25.5 percent operating profit, and plus 4.5 percent productivity gains according to Employee Ownership 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 capital gains tax 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 employee 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 will 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 is the focus instead?

    Employee-owned businesses are built to:

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

    Conclusion: An EOT is not about resale, it is 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 Setting Up an Employee Ownership Trust

    1
    EOT Eligibility & Feasibility Assessment

    A detailed review of your company structure, ownership, and business objectives determines whether an Employee Ownership Trust is suitable for your succession plans.

    2
    Tax Planning & Compliance Strategies

    By reviewing Capital Gains Tax relief eligibility, corporation tax considerations, and employee benefit rules, we help structure your transition in line with UK tax legislation.

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    3
    Tailored Employee Ownership Planning

    Customised succession plans establish how company shares transfer to the trust, ensuring employees gain collective ownership while supporting business continuity and long-term growth.

    4
    Trust Deed & Governance Management

    Carefully drafted trust documents define trustee responsibilities, employee benefit arrangements, and decision-making procedures to promote transparency and protect employee interests.

    5
    Share Valuation & Ownership Transfer

    An independent valuation and structured transaction planning help establish a fair market value for company shares and support a compliant transfer to the Employee Ownership Trust.

    What is an Employee Ownership Trust (EOT)?

    An Employee Ownership Trust (EOT) is a special type of employee benefit trust established to hold a controlling stake in a company on behalf of its employees. Instead of selling to a third party or private equity, business owners sell their shares to the trust, which safeguards the business model for the long term while fostering employee engagement.

    When qualifying conditions are met, selling a controlling interest of a trading company to an EOT can attract a 0% Capital Gains Tax (CGT) rate for the selling shareholders. This government-approved relief is designed to encourage business succession through employee ownership, though strict statutory requirements must be satisfied.

    No, employees do not use their own funds to acquire shares. The EOT typically funds the share purchase through a combination of company contributions, future trading profits (used to repay vendor loan notes), and potential external finance, meaning employees face no personal financial risk or capital outlay.

    The purchase price is established via an independent professional valuation to ensure the transaction reflects full commercial market value. Sellers are typically paid through an initial cash payment funded by company reserves or external lending, followed by deferred consideration paid over time via vendor loan notes.

    The timeline varies depending on company complexity, corporate structuring, and whether formal clearance is sought from HMRC. On average, the end-to-end process—from initial viability assessment and valuation to drafting legal documentation, setting up trustee arrangements, and completing the share transfer—typically takes between three to six months.