Employee Ownership Trusts

Transferring business ownership to employees

Hillier Hopkins LLP

Chartered Accountants & Tax Advisers

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What is an Employee Ownership Trust (EOT)?

An Employee Ownership Trust (EOT) is a statutory structure introduced by the Finance Act 2014 to enable a company to become majority-owned by its employees through a dedicated trust. The EOT holds shares for the benefit of all employees collectively, ensuring the company’s long-term independence and succession stability. This form of ownership has become increasingly popular among founder-led and family-owned businesses looking to preserve culture, reward employees, and plan an orderly exit.

How does it work?

Instead of selling the business to a third party (such as a competitor or private equity investor), the existing shareholders sell a controlling interest (more than 50%) to a newly formed Employee Ownership Trust. The EOT holds those shares as a long-term steward of the business. Employees do not own shares directly but benefit from the ownership through their participation in the company’s success, typically via performance-related bonuses and a stronger say in the company’s direction.

Here’s a simplified example

John and Sarah own a successful engineering consultancy. They wish to step back from daily operations but retain the firm’s independence. Rather than selling to a larger competitor, they establish an Employee Ownership Trust. The EOT acquires 100% of their shares, funded partly by company cash and partly by deferred consideration paid over several years. The trust now holds the shares for the benefit of all 50 employees. Employees do not hold individual shares but benefit from profit-sharing and greater engagement in the company’s future. John and Sarah achieve market value for their shares and preserve the legacy of the business.

Key benefits

Ownership at trust level

In an EOT structure, the company is owned by a trust on behalf of all employees. Staff do not hold shares directly. Instead, the trustee act as stewards of the business, representing the workforce’s interests.

This avoids the complexities of individual share ownership while ensuring long-term stability and continuity. The trust’s role helps maintain shared purpose and safeguards the company’s culture.

Tax benefits for sellers

When the qualifying conditions are met, the sale of a controlling interest (over 50%) in a trading company or trading group to an EOT can qualify for full Capital Gains Tax (CGT) relief under TCGA 1992 s236H.

To qualify:

  • The EOT must acquire a controlling interest in the company.
  • The company must be a trading company or holding company of a trading group.
  • The trust must operate for the benefit of all employees on equal terms.
  • The seller (and connected persons) must not hold more than 49% of the shares after the sale.

This relief allows owners to exit tax-efficiently while maintaining business continuity and rewarding employees collectively.

Tax-free bonuses for employees

Companies owned by an EOT can pay annual income tax-free bonuses of up to £3,600 per employee.

Key points:

  • Income tax exemption applies, though National Insurance contributions still apply.
  • Bonuses must be offered to all eligible employees on similar terms (for example, by reference to remuneration or service length).
  • Senior staff and founders cannot receive preferential treatment.

These bonuses encourage long-term engagement, reward performance, and reinforce the shared-ownership culture central to the EOT model.

All-employee benefit

EOTs operate on an inclusive and transparent reward basis. Every qualifying employee is treated equally under the trust’s rules, ensuring that benefits are distributed fairly across the workforce.

This structure supports a collaborative and purpose-driven environment, helping businesses retain key staff and align everyone with the company’s long-term success.

Services

Intellectual Property (IP) valuations

Intellectual Property (IP) valuations

Assess the financial worth of intellectual assets such as patents, trademarks, and copyrights for strategic, transactional, or compliance purposes.

Intangible asset valuations

Intangible asset valuations

Determine the value of non-physical assets like brand reputation, customer relationships, or proprietary technology for reporting or transactional needs.

Fair value share-based payment valuations under IFRS 2 and Section 26 FR102

Fair value share-based payment valuations under IFRS 2 and Section 26 FR102

Provide accurate valuations of employee share-based compensation to meet international and UK financial reporting standards.

Complex capital structures

Complex capital structures

Analyse and value businesses with layered equity and debt arrangements, including preference shares and convertible instruments.

Shareholder disputes including unfair prejudice under Section 994 CA 2006

Shareholder disputes including unfair prejudice under Section 994 CA 2006

Independent valuations and financial analysis to support legal cases involving shareholder disagreements or claims of unfair treatment.

Commercial Agency valuations

Commercial Agency valuations

Assess the value of commercial agency rights and relationships, often for sale, dispute resolution, or compensation claims.

Management Incentive Plans including growth shares, carried interest, approved and unapproved share options

Management Incentive Plans including growth shares, carried interest, approved and unapproved share options

Design and evaluate incentive schemes that align executive rewards with business performance and comply with tax and reporting requirements.

Why consider an EOT?

EOTs provide an alternative to a trade sale or management buy-out, offering a balanced route for owners who:

  • Want to secure succession while keeping the business independent.
  • Wish to reward and retain employees through shared ownership.
  • Seek a tax-efficient exit that meets HMRC’s qualifying conditions.
  • Value continuity of culture, values, and leadership.

Our role

At Hillier Hopkins, we have advised many business owners through the EOT process, including:

  • Independent, defensible valuations of company shares, prepared to withstand HMRC review.
  • Structuring advice to meet qualifying conditions and ensure CGT relief eligibility.
  • HMRC clearance submissions and transaction support.

"Everyone wins"

"Our staff now have a full interest in the success of the business and will benefit from it, while we get paid, over time, a fair value for our company, under a lawful scheme which means the government gets the employee ownership it wants."
Robin Burman - RPM London

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