We advise owners of UK trading companies on selling to an Employee Ownership Trust. A market-value price, paid from future profits, and a company that stays with the people who built it.
Scroll through the sale. The structure on the right changes as you go, from the company you own today to the business your team owns tomorrow.
Today
You and any fellow shareholders hold 100% of the shares. Your team works in the business every day, but the value you have built together sits with the shareholders.
The sale
An Employee Ownership Trust buys more than 50% of the shares and votes. The price is set at market value by independent valuation, agreed at completion and usually paid over several years.
After the sale
The trust holds the shares for all eligible employees on the same terms. The company pays you the deferred consideration from future profits, so no outside buyer or bank is usually needed. You can stay on as a director or employee, on a market salary.
Swipe to see the whole diagram
An EOT is designed for owners who care what happens next: to the team, to clients and to the company's name.
The company stays independent. Your team, your clients and the way you work carry on after the sale.
The price is set by independent valuation, not by a buyer's negotiation. The trustees must take reasonable steps not to pay more than market value.
No outside buyer combing through the business, and none of the warranty negotiations that come with a trade sale.
Sell when you are ready. Stay on as a director or employee, on a market salary, and hand over at a pace that suits the business.
The trust holds the company for all eligible employees on the same terms, and the company can pay them bonuses of up to £3,600 each per tax year free of income tax.
The trust usually pays part of the price at completion from the company's cash, and the rest over several years from future profits. Move the sliders to see the shape of your payments.
| Year | Payment | Still owed |
|---|---|---|
| Total | £0 |
Illustration only. Interest, tax and the company's cash needs are ignored; we model this properly for you.
An EOT is designed to give relief on both sides of the sale: for you as the seller, and for your staff afterwards. Both depend on the conditions being met.
For disposals to an EOT on or after 26 November 2025, half of the seller's gain is relieved and the other half is taxable. Before that date the relief was 100%.
The relief can be clawed back if the conditions fail before the end of the fourth tax year after the sale.
National Insurance still applies. The company must have the EOT conditions in place.
An EOT is one of several routes. Here is how it compares with a trade sale and a management buyout.
Six quick questions. Nothing is stored or sent anywhere.
Five stages. Our team leads each one with you, and stays with you after completion.
We test whether an EOT fits your company before you commit time or cost to it.
We design the trust and the terms of the sale.
We prepare the HMRC clearance application and work through the sale documents with your lawyers, so each condition is evidenced on paper before completion.
The trust acquires more than 50% of the shares and votes. Any upfront payment is made from the company's cash, and the deferred consideration begins.
The years after the sale matter as much as the sale itself. The relief can be clawed back if the conditions fail before the end of the fourth tax year after the sale.
Our standard
Selling your company to an EOT is a once-in-a-career decision. Our team structures it, documents it and stays with you through the years of deferred payments that follow.
An Employee Ownership Trust (EOT) is a trust that buys a controlling interest in your company: more than 50% of the shares and votes. The company must be a trading company, or the holding company of a trading group. The trust holds the shares for the benefit of all eligible employees on the same terms, rather than for a few individuals. For owners, it is a way to sell without finding an outside buyer, while the company stays independent and the team stays together.
For disposals to an EOT on or after 26 November 2025, half of the seller's gain is relieved and the other half is taxable. Before that date the relief was 100%. The relief depends on the conditions being met at the time of the sale and for the years that follow. We check each condition with you before you commit, and we explain the tax on the taxable half so you know what to expect from the outset.
The price is usually paid over several years from the company's future profits. This is known as deferred consideration. Part of the price may be paid at completion from cash the company already holds, with the balance paid as profits allow. Because the company funds the purchase, no outside buyer or bank is usually needed. The trustees must take reasonable steps to make sure they pay no more than market value and a reasonable rate of interest.
Yes. Owners can stay on as directors or employees after the sale, on a market salary. What changes is control. Since 30 October 2024, former owners and people connected with them must not control the trustee board, so the trust is run independently of the sellers. This lets you hand over gradually, supporting the management team while the deferred payments are made.
The price is set at market value, based on an independent valuation. The trustees must take reasonable steps to make sure they pay no more than market value, so an inflated price puts the relief at risk. A realistic price also matters commercially, because it is paid from the company's future profits. We work with you and the valuer so the price is supportable and the payment plan is affordable for the business.
The trust holds the company for the benefit of all eligible employees on the same terms. Once the EOT conditions are in place, the company can pay bonuses of up to £3,600 per employee per tax year free of income tax. National Insurance still applies. Beyond the bonuses, staff keep working for an independent business owned for their benefit, rather than one sold to an outside buyer.
The company must be a trading company or the holding company of a trading group, and the trust must buy more than 50% of the shares and votes. People holding 5% or more, and those connected with them, must not make up more than 40% of the workforce. Since 30 October 2024, the trustees must be resident in the UK, former owners and connected people must not control the trustee board, and the trustees must take reasonable steps to pay no more than market value and a reasonable rate of interest.
Yes. The relief can be clawed back if the conditions fail before the end of the fourth tax year after the sale. That makes the years after completion just as important as the sale itself. Our aftercare covers the trustee board, governance and the bonus arrangements during that period, so the conditions stay in place and any risk is spotted early.
Our team
Founder and Chartered Tax Adviser
Omar founded ASWATAX. He began his career as an accountant and auditor, moved into tax and qualified as a Chartered Tax Adviser, with 15+ years' experience. His work focuses on corporate reorganisations and on planning ahead of a sale, including the inheritance tax position for owners.
Tax Adviser
Furqaan began his tax career in 2018 and trained at a UK Top 15 firm before moving into boutique tax advisory. He focuses on transactions: tax due diligence, corporate restructuring and sale and exit planning.
Tax Manager
Jordan is a Chartered Tax Adviser and Chartered Accountant with over a decade of experience advising owner-managed businesses and private families, including on corporate restructuring and complex advisory projects.
Tell us a little about your company. Our team will come back to you to arrange a call about whether an EOT fits your plans.
Our team will be in touch to arrange your call. We respond the same working day.