How to achieve an employee buyout
The advantages of an employee buyout when you retire or sell your business and key issues to consider.
An employee buyout is an increasingly popular succession option. In effect, you sell the business to its employees. The employees become the new owners - though often most existing business and management structures stay in place.
An employee buyout like this can be a good way of ensuring the future of the business, with a highly motivated workforce. At the same time, it can also be an effective way of realising a good price for the value you have created.
This guide explains the advantages of an employee buyout and the key issues you need to consider.
Advantages of an employee buyout
An employee buyout can help preserve your business and employees jobs, and deliver a fair price.
If you want to retire, or to sell your business, you need to decide how to organise your exit from the business. Many business owners find that an employee buyout is an attractive option.
With an employee buyout, ownership of the business passes to the employees, either directly or through a trust. Unlike a management buyout, all the employees are involved.
Advantages of an employee buyout
- An employee buyout can be the best way of preserving the business and ensuring that employees retain their jobs.
- Completing the buyout helps ensure that the new owners of the business - the employees - are highly motivated. For many owners, safeguarding the future of the business and its employees is an important objective.
- An employee buyout can be a very effective way of organising your exit. It is usually less disruptive than alternatives, particularly as employees avoid the uncertainty of other kinds of sale.
- A buyout can also be completed without disclosing confidential information to competitors.
- Different financing options can allow the business to be sold for a fair price, even if the employees could not normally afford to buy it outright. Some business owners choose to sell their business to the employees for less than the full market value. See financing an employee buyout.
- There may also be tax advantages if the buyout is structured in the right way.
Alternatives to an employee buyout
Family succession, new management, trade sale, flotation, MBO or liquidation as possible exits.
There are several possible alternatives to an employee buyout and a number of advantages and disadvantages to these:
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You may want to keep your business in the family. You need to be sure that you have a suitable successor. See transferring a business to a family member.
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You could decide to carry on yourself - but this only postpones the succession problem. And working on after you want to retire is unlikely to be in the best interests of your business or yourself.
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You could bring in new management from outside. But you would still own the business and retain ultimate control of how it is run.
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Perhaps the most common method of exiting a business is a trade sale to another business. This can be time-consuming and disruptive, and involves disclosing confidential information to competitors. See value and market your business for sale.
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Floating the business on a stock market can be an option if you have a strong track record and good growth prospects, though it's often a drawn out and costly process. See floating on the stock market.
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Rather than selling your business to all the employees, you could opt for a management buyout. This can be more disruptive than an employee buyout and demotivating for employees, who do not participate in the buyout. An employee buyout can include all the employees and the management.
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You might decide that the business is worth more if you close it down and sell off the assets. Of course, this means that employees lose their jobs, and your reputation could suffer. An employee buyout can sometimes save a business in this position.
Ideally, you should think about the alternatives and plan your exit well in advance. It is a good idea to consider your exit strategy when starting up a business.
Planning for an employee buyout
Involving employees to create an ownership culture is key to a successful buyout.
Changing from a business controlled by an owner-manager to a business owned by its employees can represent a big shift in culture. Employees may never have considered the possibility of becoming owners, or feel that it is too risky for them. They may also be reluctant to get involved in decision-making when they see that as your job.
Getting employees involved in the buyout
It's essential to involve employees in the whole process of moving towards an employee buyout. Communication is essential, you should look for ways to share information with employees, such as newsletters and regular meetings. You should also make sure you consult employees on key issues, particularly where this is a legal requirement. See inform and consult your employees.
The more time you have, the easier it is to create an ownership culture like this. You also have more options for the way the buyout is financed and organised. For example, employees could be gradually awarded shares, or a trust could be formed to assist the buyout. See financing an employee buyout.
Typically, final planning of an employee buyout takes anything from two to 18 months. Changing the way your business operates can be the most important - and challenging - part of the process. See more on change management.
Forms of employee ownership
Employee trusts, direct share ownership, co-operatives and other employee ownership options.
Employees can own a business in various ways, either directly or indirectly.
The choice is often determined by the size of the business and the number of employees. For example, a relatively small buyout might choose a co-operative model with an Industrial and Provident Society or a share company structure.
Another common method is to set up an employee trust that holds shares on behalf of the employees. This can be a very flexible solution. The trust might hold the shares forever, or distribute them to individual employees, or a combination of the two. It can buy shares back from employees who want to sell (for example, when they retire).
Putting shares into an employee trust can have tax advantages if the deal is structured in the right way. Using a trust may also be a good way of raising bank finance to acquire the shares. See financing an employee buyout.
Direct ownership
Employees can also own shares directly in their own individual names. One way is for employees to acquire shares over time, perhaps as bonuses or part of their remuneration. Some share schemes offer tax advantages to the company and employees. See set up employee share schemes.
Alternatively, the shares in the company could initially be bought by an employee trust which later distributes them. Or some shares could be owned directly by individual employees, while an employee trust owns and keeps the rest.
The employees may choose to form a that then acquires the business.
Key stages in an employee buyout
Assessing feasibility, planning, negotiating and completing an employee buyout.
The first step is to check that an employee buyout is a realistic option. What are the objectives of the owner - and what do the employees want? A rough assessment of how much the business is to be sold for and its future prospects is important. Would a buyout be financially viable?
If a buyout seems a possibility, more detailed plans need to be developed. The business plan is likely to need updating to take account of the planned changes and to help raise any financing. The proposed structure for the employee buyout needs to be decided, taking into account the tax consequences.
You'll probably also want to agree a preliminary timetable for the buyout. At the same time, you should start developing plans for once the buyout has been completed. Involving employees is a key part of this process. Read more on planning for an employee buyout.
Finance and price
The price and terms and conditions of the deal can then be negotiated in detail. At this stage both owner and employees will need specialist advice, though they may well have involved advisers much earlier in the process. See help and advice for employee buyouts. At the same time, financing can be arranged.
Final stage - deal is completed
Once everything is ready, final documents are signed, financial arrangements are put in place and the deal is completed. The new owners take control of the business. Read more on running the business after an employee buyout.
Financing an employee buyout
Borrowing options, deferred payment and employee financing for buyouts.
The financing of an employee buyout depends on the financial viability of the business and how the buyout is being structured. The right solution may involve a combination of several different options.
Shares through an employee trust
If shares are being bought by an employee trust, the trust may be able to borrow from a bank - particularly if the business has strong, predictable cashflow and good asset backing. The trust then uses future business profits to pay interest and make loan repayments.
Specialist lenders for employee buyouts
As well as banks, there are also a number of specialist lenders that finance employee buyouts.
Alternatively, the owner of the business can help finance the business by agreeing to accept payment over time rather than all at once. Owners who have faith in their business - and 91香蕉黄色视频 the idea of an employee buyout - are often willing to do this.
Employees themselves can also help finance the buyout. They can finance the gradual acquisition of shares by taking shares or share options as part of their remuneration. Or they can invest their own savings.
As the financing structure can also have important tax consequences, you may want to take specialist advice. Read more on help and advice for employee buyouts.
Running the business after an employee buyout
Training for employees, managers and trustees for their new roles.
Once the buyout has been completed, the business normally continues to be run as a profit-making enterprise. In many cases, the same managers continue to run the business, and the same employees to work in the business - even though the employees are now the owners. But both employees and managers need to understand their new roles.
Employees are likely to need training in their new role as owners. For example, they may be responsible for voting to elect directors to the board of the company. In a relatively small buyout, employees may be taking on new supervisory or management roles and need to learn new skills. See skills and training for directors and owners.
Managers and directors also need training and 91香蕉黄色视频. They need to understand the crucial importance of good communication within the business to avoid conflict. They also need to maintain a culture of employee participation, which should have been developed when planning for an employee buyout.
Managing ownership
If shares are owned by an employee trust, the trust must have trustees - some of whom are likely to be employees. The trust may run an internal market in shares, allowing employees to buy or sell shares in the business. Or the trust might distribute dividends to employees.
The trustees will need specialist advice. Read more on help and advice for employee buyouts.
Help and advice for employee buyouts
Sources of information, advice and specialist financing for employee buyout.
There are several organisations that provide help and 91香蕉黄色视频 for employee buyouts:
- , the association of employee-owned and trust-owned businesses, offers information and advice.
- offers loans for employee-owned businesses.
- can put you in touch with member development bodies offering hands-on advice and 91香蕉黄色视频.
Seek professional advice
In addition, both the business owner and employees will need professional advisers such as solicitors and accountants to help negotiate the buyout. If an employee trust is being set up, the trustees also need advice. If you can, it makes sense to get advice from specialists with prior experience of employee buyouts.
See choose an accountant for your business and choose a solicitor for your business.
Owner, employees and trustees all need independent advice as their interests are not necessarily the same.
Becoming an employee-owned company 鈥 White Ink Architects
Joan McCoy, co-founder of White Ink Architects, explains why they decided to become an employee-owned company.
White Ink Architects is a RIBA Chartered Architectural practice. Founded in October 2001 by Sean Tunney, Claude Maguire and Joan McCoy, the company initially called Maguire Tunney McCoy was renamed White Ink Architects in 2003.
White Ink Architects started as a partnership, converted to a limited company in 2005 and became employee-owned in 2021.
Joan explains why they decided to become an employee-owned company and the process that they went through.
Consider your options
鈥淏efore employee ownership, the business was managed by the three directors who were also equal shareholders, owning 100 per cent of the shares between them.
鈥淲e wanted to find a way of securing the future practice in addition to its culture and the prospects of everyone who has worked so hard to make it successful. Options considered included employee buy-out and sale - however, the advantages of employee ownership through the trust model made it a clear choice for us.
鈥淭he Employee Ownership Trust (EOT) model means that effectively 鈥榤oney is off the table鈥 - this means that employees in future will not have to find excessive sums of money to fund the purchase of shares.
鈥淚t was important to us, having set up the practice with nothing, that we could secure its future through talent. The future directors will be determined by leadership skills and talent, not by the ability to access funds to buy the owners out.
鈥淭he EOT model also allows us to retain the ethos and culture of the practice 鈥 something not guaranteed with an external sale, where a buyer might introduce a different culture or seek to take the business in a direction not 91香蕉黄色视频ed by the employees.
鈥淭here are also tax advantages for sellers and for bonus payments to future employee owners (within tightly constrained rules) as part of the structure laid out by the government to encourage this model of succession.鈥
Steps to achieve employee ownership
鈥淎fter we researched the options for succession, we received guidance from a specialist co-ownership consultant and companies who had successfully transitioned to employee ownership to help understand the tax, legal and operational issues.
"Not only did our consultant handle all of the paperwork and legal aspects, but they guided us through the employee engagement process and employee-owner training for a successful outcome.
鈥淲e obtained an independent valuation of the business, and our business plan assessed that the company was in good financial health to meet future shareholder payment obligations. We also obtained tax clearance for the proposal from HM Revenue & Customs.
"We contacted the Employee Ownership Association and gained insight into the approaches of other companies running as an employee-owned businesses.
鈥淲e then consulted with our employees and obtained feedback. We explained the rationale and how it would work. With the obvious benefits for everyone, it was well-received. We followed up with a guidance document on employee ownership and training sessions on the responsibilities and rights of employee-owners.
鈥淭he transition process to employee ownership took six to seven months.鈥
Measure success and plan for the future
鈥淭he biggest challenge for the shareholders was the shift of mindset 鈥 moving on from the idea that White Ink would no longer be 鈥榦urs'. I think the key to the success of this process is to be confident in advance of the transition that it is the right decision, both personally and also for the business.
鈥淥ur employees now have a real stake in the success of their practice. We hope that they will benefit from the financial rewards of this long term plus enjoy the immediate benefits of increased engagement, knowledge, and consultation regarding the management of the practice and its future direction.
鈥淭he practice is now being run for the benefit of employees for the long term. The company directors are accountable to the employees via the Trustees of the employee ownership, which includes a staff member in the role of Staff Trustee. This elected position provides a voice to the staff at the highest level.
鈥淚n due course, we also hope to make a first 鈥楾ax-free鈥 bonus to the employees - one immediate tangible benefit to the employees.
鈥淭he move to employee ownership, whilst a big step, is only the start of the process. Figuring out what it means for White Ink moving forward will be a process that has many iterations over the future lifespan of the company.
"Knowing that White Ink will continue as long as we have a group of employees working together for mutual success is a very satisfying achievement."