The 1042 Rollover
Resurrected Interest in Tax Benefits for Selling Shareholders in ESOP Transactions
For many business owners, the investment in their company is their most significant asset. Shareholders of closely held businesses, particularly those on the crest of the baby boom wave, are rigorously searching for exit plans to diversify their portfolios and to plan for the next stage of life. It certainly helps if the exit plan is aligned with a compelling estate and tax strategy. In this era of challenging credit conditions and economic uncertainty, interest in Employee Stock Ownership Plans ("ESOPs") is rising as sellers come to understand the varying opportunities related to transaction financing and to potential tax benefits accorded qualified sellers to ESOPs. One such potential benefit for selling shareholders is the 1042 rollover.
Internal Revenue Code Section 1042 provides beneficial tax treatment on shareholder gains when selling stock to an ESOP. Given certain conditions, capital gains tax can be deferred allowing the full transaction proceeds to be invested in Qualified Replacement Property ("QRP"). Long-term capital gains are recognized upon the liquidation of QRP securities at a future date after a required minimal holding period. If the QRP is not liquidated and becomes an asset of the seller's estate, it enjoys a stepped up basis and avoids capital gains completely.
SUMMARY REQUIREMENTS
In order for the sale of stock to qualify for a 1042 rollover, several requirements must be met:
- The seller must have held the stock for at least three years;
- The ESOP must own at least 30% of the total stock immediately following the sale; and,
- The seller must reinvest the proceeds into "qualified replacement properties" within a 12 month period after the ESOP transaction.