By Logan Kalis, CPA
Build the Perfect ESOP Advisory Team
If you’ve thought about transitioning your business to an employee stock option plan (ESOP), you know how complicated it can be. Assembling a team of advisors to guide you through the process is a must. So, whom should you include on this team? To help you build your ESOP advisory team, here are six key members to include.
Finding the right CPA is a good place to start. A CPA who is familiar with ESOPs will have a fully vetted advisor network in place; they can act as your quarterback to assemble the team. An ESOP-focused CPA not only handles the accounting piece of the process but also advises on ownership structure, tax implications for the seller, and ESOP feasibility.
ESOPs are complex transactions that require legal expertise. Like your CPA, your legal advisors should also be well versed in ESOPs. You’ll need an attorney for the company, the ESOP, and the selling shareholder. The company and ESOP can (and often do) use the same attorney; however, it depends on the attorney’s and company’s preferences.
You’re not required to have an independent trustee on your team, but it’s a best practice to do so. Your trustee will watch out for the ESOP’s best interests, hire a valuation firm to determine the company’s value, and negotiate the price on behalf of the ESOP. If you don’t include a trustee, your CPA firm or CFO (if you have one who is staying involved in the ESOP) could fill the role.
Many companies hire an independent business appraiser to determine the value of the company upfront if their CPA isn’t consulting on value. In addition, an experienced CPA will be able to double check the appraiser’s value to make sure it’s reasonable. This can help lay some groundwork for when the trustee selects an appraiser for you to work with for the transaction.
A lender is another optional role, depending on if outside financing is required to facilitate the purchase. If possible, choose a lender that specializes in lending to ESOPs. You won’t need to shop for a lender until the appraisal and loan amount are set.
A third-party administrator handles the administrative complexities of the ESOP, including tracking participants and maintaining compliance filings. This is a unique position yet fairly easy to fill. Often your CPA or trusted advisors will provide valuable input on finding a plan administrator. Plus, ESOP companies tend to offer helpful advice and insight into the process.
Ready to get started?
If you’re considering an ESOP, now’s the time to reach out to advisors for help. Again, finding a CPA firm that specializes in ESOPs is a wise first step. In addition to quarterbacking your advisory team, CPAs who are familiar with ESOPs can help you weigh your options and make sure an ESOP is right for you before you get too far in the process.