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§1042 ESOP Rollover — Sell C-Corp to Employees, Defer 100% of Gain

Sell 30%+ of C-corp stock to an ESOP, reinvest in Qualified Replacement Property, defer capital gains indefinitely.

Overview

Under IRC §1042, a C-corp owner who sells 30%+ of company stock to an ESOP and reinvests proceeds in Qualified Replacement Property (QRP: stocks/bonds of domestic operating companies) within 12 months DEFERS 100% of the capital gain. Hold QRP until death, and heirs get stepped-up basis = permanent exclusion. Pair with 100%-ESOP-owned S-corp: an S-corp fully owned by an ESOP pays ZERO federal income tax on its profits. Combined: seller defers gain, company operates tax-free.

Best fit
C-corp owners exiting $5M+ businessesLegacy-minded foundersOwners without a family successor
Estimated impact
Defer 20–37% cap gains permanently + 0% ongoing federal tax

Click Generate advisory deep dive for mechanics, IRC citations, a step-by-step execution plan, a worked numeric example on your profile, costs, risks, and this-week actions.

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