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ESOP Sale + §1042 Rollover

Sell your C-corp to an ESOP; defer 100% of cap gains via QRP.

Overview

Sell 30%+ of a C-corp to an Employee Stock Ownership Plan and reinvest proceeds in Qualified Replacement Property (US operating company stocks/bonds) within 12 months — defer 100% of capital gains under §1042, indefinitely. Combined with 100% ESOP + S-corp conversion → federally tax-free operating company.

Best fit
C-corp founders exiting$5M+ business sellersEmployee-legacy minded owners
Estimated impact
20–37% cap gain deferral + tax-free operating co

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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