What is an Employee Owned Company?
Employee ownership occurs when a corporation
is owned in whole or in part by its employees.
Employees are usually given a share
of the corporation after a certain length of employment
or they can buy shares at any time. A corporation
owned entirely by its employees (such as a worker
cooperative
) will not, therefore, have its shares sold on
public stock market
s, often opting instead for mixed ownership arrangements
involving a trust. Employee-owned corporations
often adopt profit sharing
where the profits of the corporation are shared
with the employees. They also often have boards
of directors
elected directly by the employees. Some corporations
make formal arrangements for employee participation,
called Employee Stock Ownership Plans (ESOPs).
Employee ownership appears to increase production
and profitability, and improve employees' dedication
and sense of ownership. However, critics caution
that democratic leadership can lead to slow decision-making,
and employee stock ownership can increase the
employees financial risk if the company does poorly.
Notable employee-owned corporations include the
John Lewis Partnership
retailers in the UK
, and the U.S. news/entertainment firm Tribune
Company
. The most celebrated (and studied) case of a
multi-national corporation based wholly on worker-ownership
principles is the Mondragon Cooperative Corporation
. Unlike in the United States, however, Spanish
law requires that members of the Mondragon Corporation
are registered as self-employed. This differentiates
co-operative ownership (in which self-employed
owner-members each have one voting share, or shares
are controlled by a co-operative legal entity)
from employee-ownership (where ownership is typically
held as a block of shares on behalf of employees
using an Employee Benefit Trust, or company rules
embed mechanisms for distributing shares to employees
and ensuring they remain majority shareholders).
Different forms of employee-ownership, and the
principles that underlie them, are strongly associated
with the emergence of an international social
enterprise
movement. Key agents of employee-ownership, such
as Co-operative UK and the Employee Ownership
Association (EOA), play an active role in promoting
employee-ownership as a de facto standard for
the development of social enterprises.
Most features of employee-owned corporations
described in this article are not specific to
any one nation. The information on taxation and
stock trading refers to United States
law and may differ elsewhere.
Benefits to employees
There are several rationales for employee-owned
corporations in the U.S. First, there are substantial
tax benefits for employee ownership companies.
Employee stock ownership plans (ESOPs) are set
up by companies as a kind of employee benefit
trust
. An ESOP is a type of employee benefit plan designed
to invest primarily in employer stock
. To establish an ESOP, a firm sets up a trust
and makes tax-deductible contributions to it.
All full-time employees with a year or more of
service are normally included. The ESOP can be
funded through tax-deductible corporate contributions
to the ESOP. Discretionary annual cash contributions
are deductible for up to 55% of the pay of plan
participants and are used to buy shares from selling
owners. Alternatively, the ESOP can borrow money
to buy shares, with the company making tax-deductible
contributions to the plan to enable it to repay
the loan. Contributions to repay principal are
deductible for up to 25% of the payroll of plan
participants; interest is always deductible. Dividend
s can be paid to the ESOP to increase this amount
over 25%. Sellers to an ESOP in a closely held
company can defer taxation on the proceeds by
reinvesting in other securities
. In S corporation
s, to the extent the ESOP owns shares, that percentage
of the company's profits are not taxed: 100% ESOPs
pay no federal income tax. Employees do not pay
taxes on the contributions until they receive
a distribution from the plan when they leave the
company; even then they can roll the amount over
into an IRA
.
Stock acquired by the ESOP is allocated to accounts
for individual employees based on relative pay
or some more equal formula. Accounts vest
over time, usually following one of two formulas:
in the first, vesting starts at two years and
completes at six; in the second, participants
become 100% vested after four years. When employees
leave the company, they receive their vested ESOP
shares, which the company or the ESOP buys back
at an appraised fair market value. ESOP participants
must be allowed to vote their allocated shares
at least on major issues, such as closing or selling
the company, but are not required to be able to
vote on other issues, such as choosing the board.
Employees also can acquire stock through grants
of stock options, the right to buy shares at a
price set today for a defined number of years
into the future. There are no special tax benefit
associated with most forms of stock options, however.
Employees can also become owners by purchasing
shares in a stock purchase program, usually at
a discount, by buying stock in their 401(k)
savings plans, or by companies making matches
of company stock to employee deferrals into these
plans. Stock in 401(k) plans can be bought with
pretax income, while company contributions are
tax-deductible.
Altogether, there are about 11,500 ESOPs covering
11 million employees, almost all in closely held
companies. The other forms of ownership generally
occur in public companies, and another estimated
15 million employees participate in one or more
of these plans (see data from the National Center
for Employee Ownership).
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