施耐德唐斯退休解决方案
Business owners approaching retirement face a complex set of succession planning decisions, such as how to find a buyer for the business and how to properly position the company for post-transition success. 不管所有者的最终继任计划目标是什么, an employee stock ownership plan (“雇员股票拥有”) should be considered as one potential solution.
An 雇员股票拥有 is a 税-qualified retirement plan designed to invest primarily in stock of the sponsoring employer. 在典型的雇员股票拥有交易中, a business owner sells shares to the 雇员股票拥有 in exchange for a partial cash payment combined with a note that will be repaid over a period of time (typically 5 – 15 years, although longer payoff terms may be necessary if the transaction involves outside financing). 票据支付由赞助公司出资, and shares held by the 雇员股票拥有 are gradually released to the accounts of 雇员股票拥有 participants – the company’s employees – as the note is repaid. 在成熟, the seller will have received full payment of the sales proceeds and beneficial ownership of the shares will have been transferred to the employees, who qualify to receive cash payments for the shares allocated to their accounts upon retirement. An 雇员股票拥有 thus presents a potential “win-win” solution for both the owner and the employees of the company: the 雇员股票拥有 empowers the owner to cash out of the business without the need to attract an outside buyer, and also provides employees with a retirement benefit that can serve as a powerful retention and performance incentive.
除了, an 雇员股票拥有 transaction also presents opportunities for 税 and estate planning. 如果符合税法第1042条规定的延期纳税资格, the owner can defer 税ation on any gain realized from the sale of shares to an 雇员股票拥有 by reinvesting the sale proceeds in qualified replacement property. 如果再投资的销售收益在所有者去世后仍保留, 替代财产以递增的基础转移给所有者的继承人, 有效地完全消除了对员工持股出售的任何税收. 员工持股计划还为公司提供了一定的税收优惠, 因为为偿还票据提供资金的捐款是免税的. 除了, 以S公司形式组织的公司可以节省大量的税收, since an 雇员股票拥有 holding S corporation shares is not 税ed on any K-1 income passed through from the business.
While a powerful succession planning tool, 雇员股票拥有s are not appropriate in every situation. The following table summarizes some of the variables that factor into deciding whether an 雇员股票拥有 transaction may be appropriate.
变量 |
雇员股票拥有
可能不合适
|
雇员股票拥有
可能合适
|
---|---|---|
期望的过渡候选人 | 老板想把生意留在家族里. | 业主想把所有权移交给员工. |
出售收益的时间安排 | 业主希望大部分的销售收益预付. | Owner is willing to take a seller note that stretches sale proceeds over a period of years. |
企业管理 | Current workforce not qualified to successfully run the business in the owner’s absence. | 目前的员工队伍包括有能力和合格的管理候选人. |
公司业绩波动 | 业绩不稳定的历史,每年都有不可预测的现金流. | 业绩稳定,现金流可预测. |
资本支出 | 公司预计近期将有大量资本支出. | 公司预计短期内不会有大量的资本支出. |
劳动力规模 | Small workforce; 25 or fewer employees. | 较大的员工队伍,最好是50名或更多的员工. |
能否获得外部融资 | Company is maxed-out on available credit and would have difficulty obtaining outside financing to fund the 雇员股票拥有 transaction. | Company is able to obtain additional financing to fund at least a portion of the 雇员股票拥有 transaction without violating existing lender covenants. |
因为他们有潜在的好处, 员工持股计划也有一些缺点,应该仔细考虑. 雇员股票拥有 transactions tend to involve significant up-front costs that may not be required in connection with alternative forms of transaction. Typical 雇员股票拥有-related costs include the need to conduct a feasibility study to ensure the company’s ability to service 雇员股票拥有 debt, 以及聘请独立受托人的成本, appraisers and other advisors as required to comply with applicable prohibited transaction exemptions. Another potential drawback is that an 雇员股票拥有 may not be able to offer transaction terms – such as share price and the interest rate and payment term of any deferred portion of the sale proceeds – as generous as those offered by outside buyers. (注意, 然而, that any less-favorable transaction terms can be at least partially offset by the issuance of warrants to the seller in conjunction with the 雇员股票拥有 transaction.)
If you have any questions about whether an 雇员股票拥有 might be an appropriate solution for your business succession planning, 伸出手去 杰森。” or 鲱鱼Fagerland 退休解决方案集团的.