Selling Your Business to Your Employees

Leveraged & Non-Leveraged ESOPs-How they work How retiring owners get compensated in an Employee Stock Ownership Plan (ESOP) transaction

ESOP Case Studies Real life examples of how business owners have successfully implemented ESOPs

COOP Cash Studies Real life examples of how another form of worker ownership worker co-ops, can work for business owners and employees

EOT Case Study - Arbor Assays About the newest form of Business Conversion in the USA: Employee Ownership Trusts

How ESOPs & Co-Op Conversions can save you money!  Tax benefits and other benefits that retiring owners may get when converting their business to worker ownership.

Carris Reel, Inc. Case Study How Carris Reel, and $80MM company, significantly increased employee turnover using a worker-ownership conversion

Fulton Tool & Die - Subchapter S ESOP Case Study An illustrative example of a tax deferred buyout of a C-corporation shareholder

Employee Ownership - a Smart Exit Strategy for Retiring Owners Presentation by C2BE on Employee Ownership as an exit strategy

Employee Ownership Trusts - an Affordable Exit Strategy Prepared by the research staff at C2BE, this primer shows how EOTs, in some cases, can be a smoother & cheaper alternative to ESOPs.

The Deal Right Under Your Nose Having trouble selling your business? Employee Ownership may be your answer. Presentation by C2BE to the MI Business Brokers Association

OEOC's Owner's Guide to Business Succession A comprehensive workbook brought to you by the Ohio Employee Ownership Center

Business Succession Planning Options Thinking about retirement? You likely have more options than you know

Is an ESOP right for me? Employee Stock Ownership Plans aren't for every business; see what works for your business

Steps in a Buyout  A step-by-step guide to an employee buyout

Frequently Asked Questions FAQ about worker ownership from an owner's perspective

Succession Planning Library Listing of articles by industry professionals on transitioning to retirement in the best way possible

List of Webinars - 2008-2011 OEOC has produced a series of webinars meant to help retiring owners get ready for retirement

Business Conversion Library The Democracy at Work Institute has compiled a list of articles and presentations to help business owners through the succession planning and conversion process

Business Conversion in 5 Steps An overview of the business conversion process in five clear steps

Financing Employee Ownership Transactions Financing conversion transactions is slightly different than financing a traditional buy/sell transaction; here's what you need to know

Business Conversion Case Studies See business conversion transactions at work: Includes case studies detailing the financing of multiple deals

The 4 Big Benefits to Selling to Your Employees Short article about the four main benefits of a conversion transaction

The Perpetual Trust - a "New" Model of Employee Ownership Field Fisher explains why a Perpetual Trust May work for an owner's exit


C2BE-Produced Resources

Choice of Entity and Taxation Handout  An overview of the different legal entities and tax statuses that your worker-owned business can choose from.

Template LLC Operating Agreement  A sample operating agreement, written for a Michigan LLC that is operating as a worker cooperative

User’s Guide to the Template Operating Agreement  A list of practical questions about cooperative governance. We recommend that you first answer this before formalizing your business structures.

Cooperative and Worker Ownership Decision Matrix  A chart that identifies key decisions related to democratic self-management (PDF and Excel) and presents different options to consider (PDF and Excel).

Connections Handout  A comprehensive list of business development organizations and resources in the metro Detroit area.

Before Seeking Investors Know About Securities Laws  Important information to know before you start seeking investors on securities law, or the regulations regarding selling interests or getting loans to your new business.

Scan of Community-Based Enterprise Innovations and their Application to Detroit  A report that highlights community-based approaches to economic development and investigates their applicability to metro Detroit.

Policy Memo on Worker Ownership  A memo that surveys all federal, state. and local policy initiatives supporting worker cooperatives and employee ownership across the United States.


Consulting Services, Trainings and Toolboxes

American Worker Cooperative  This site was developed by John Whitman with contributions from many colleagues to provide a centralized wiki for anyone interested in how to start a worker co-op.  There are links to a wide range of topics related to the successful development of worker co-ops.  One source identified through the survey is “28 Questions for Your Worker Cooperative to Answer Before Meeting with Your Incorporation Lawyer.”  Resources on this site are appropriate both for developing curriculum in higher education and general education.

CDS Consulting Co-op: Founded in 2008, CDS is a cooperative of consultants that works with clients, who are mostly existing cooperatives, to strengthen internal and external business systems and relationships that result in profitability and greater capacity to fulfill their mission. Most consultants are themselves former co-op staff. Many clients are in the natural food grocery industry, but clients also come from other cooperative and community development sectors.

Cooperative Development Institute  Cooperative Development Institute is a cooperative development center servicing New York and New England.  The website includes CDI's How to Start a Co-op Packet PDF file which outlines the basics of co-operatives and has other resources for groups interested in starting a cooperative.  In addition, CDI maintains a blog that links to educational opportunities, job opportunities and various links to introduction sites and toolboxes.

Cooperative Works!  Cooperative Works! is a national organization of cooperative development centers and practitioners engaged in co-op development. The association sponsors a three-part professional development training twice yearly at the University of Wisconsin, Madison in the spring and fall. The CW! Training provides participants with training materials that can be used in their work developing cooperatives. 

Cooperative Housing Toolbox: A Practical Guide for Cooperative Success  This guide is designed for use by housing cooperative boards of directors, resident members and co-op partners. It defines what a cooperative is, highlights the history of the cooperative movement, explains how co-ops are managed and governed, explores what co-op members can do to recognize and weed out problems early on and provides guidelines that allow the best elements of cooperative living to take root and grow.

Cooperatives UK  This is a UK cooperative website with information to aid in starting a co-op.  The website includes links to information for startups and conversions of existing business, case examples and a directory of UK cooperatives.

Democracy at Work Institute  The Democracy at Work Institute offers consulting services to cooperatives, cooperative developers, and organizations exploring whether and how to undertake cooperative development. Services include a network of peer advisors, business and cooperative training, and referrals to experienced professionals. It focuses on expanding cooperative business ownership to reach those communities most directly affected by social and economic inequality.

Green Worker Coop, Coop Academy Curriculum  Green Worker Cooperatives, based in New York City, trains co-op entrepreneurs to start up new worker cooperative businesses. Trainings occur over a 24-week period for prospective entrepreneurs with an interest in businesses that will be worker owned and green. Participants work as a team on the startup of a new green worker co-op.  Preference is given to groups from the South Bronx, New York.

In Good Company: The Guide To Cooperative Employee Ownership  This guide by Northcountry Cooperative Foundation is designed to assist potential co-op members and their partners in choosing, planning, organizing, and supporting new and existing employee-owned cooperatives. The toolkit draws on examples from many industries, including: home health-care workers, teachers, computer programmers, machinists, bakers, ship builders, car-repair technicians, engineers, carpenters, cooks, and taxi-cab drivers. Conversion of existing businesses to employee ownership is also discussed.


Co-op Education Resources

CommunityWealth.org  Community-Wealth.org is a project of The Democracy Collaborative and has a breadth of resources related to worker ownership includes extensive list of resources around research, toolboxes, and organizations that support cooperative development.

CooperationWorks!  CooperationWorks! is a national organization of cooperative development centers and practitioners that span the breadth of the United States. Using innovative strategies and proven business practices, CW Centers provide expertise across all aspects of co-op enterprise development, including feasibility analysis, business plan development, business launch and on-going training for operational success.

Cultivate.coop  Cultivate.Coop is an online hub for pooling knowledge and resources on cooperatives. It is a space to collect free information for those interested in cooperatives and where people can build useful educational tools for the co-op community.

Co-opoly: The Game of Co-operatives  Co-opoly is an educational scenario board game that is enjoyable for all groups from those new to co-ops to members of co-ops. It can be purchased from TESA by itself or as part of training on cooperatives. The game works well for newcomers to co-ops or for those with more advanced knowledge of co-ops.

Data Commons Cooperative  The Data Commons Cooperative is a cooperative of data-sharing organizations that promote the cooperative economy.  The cooperative’s first major initiative is to create a decentralized database of entities working toward an ethical economy. Updates may be made to the Data Commons at any time, by any organization. This user-developed database aims to create the most accurate and up-to-date directory the co-op movement has seen.

David Ellerman's Website  This website is dedicated to the work of David Ellerman, an economist and a cofounder of the ICA Group, a leading employee ownership consulting organization.  This site includes his writings on democratic firms and the labor theory of property.  This site is intended for advanced theoretical discussions of labor economics and employee ownership.

Democracy at Work Institute  The Democracy at Work Institute is building a comprehensive Resource Library to include a wide range of materials, including academic papers, start-up toolkits, curriculum samples, actual documents from existing worker cooperatives, and more. The topic list below provides a map of the resources that will be available.

Extension  Extension is a web based collaborative site of Land Grant universities.  The site includes a wide range of resources for cooperative extension services to serve agricultural interests.  It also has co-op content where collaborative members can share research-based knowledge on the cooperative business model in agriculture and rural communities.  The target audiences according to the survey are:  agriculturists, general readers, youth, and instructors.

Food Co-op Initiative  The Food Co-op Initiative is a foundation that provides a rich array of resources for groups that want to start a food co-op.  The website includes webinars as well as information structured around to FCI’s development model.  There are step-by-step guides, a financial toolbox; templates and specialized information to aid groups in developing their governance, budgets and planning of the startup.  The site also provides links to other useful resources.

International Cooperative Alliance  The International Cooperative Alliance is the official web site of the alliance of cooperatives at a global level.  The website provides information and statistics about cooperatives worldwide, basic information about cooperatives, co-op identity, co-op legislation and proceedings and resources from past regional and international conferences.  The ICA developed collected stories of co-ops from around the world and in different co-op sectors for the International Year of the Cooperative in 2012.

National Cooperative Business Alliance  NCBA is the national trade association for cooperatives in the USA.  It provides cross sector education, training and advocacy.  Their web based resources include information about the various co-op sectors; an archive of webinars; and an events calendar of co-op conferences.  Some resources are restricted to members.

National Farmers Union  National Farmers Union provides links to the state councils and other co-op resources, and a history of cooperatives.

Northcountry Cooperative Foundation  Northcountry Cooperative Foundation. Promotes the development of communities through cooperatives.  The foundation has supported the development of training materials to support worker and housing co-op development.

University of Wisconsin - Center for Cooperative Studies  Established in 1962, the UW Center for Cooperatives pursues resources on cooperatives across multiple business and social sectors. The Torgerson Cooperative Library, part of the University of Wisconsin Center for Cooperatives, is one of the largest cooperative collections in the world, with over 7,000 books, extensive subject files, a large archive collection and many journals.

U.S. Department of Agriculture, Rural Development  This site includes an extensive array of publications and research reports about cooperatives in rural America.  Historically, the emphasis has been on agricultural cooperatives


Co-op Funding Resources

Beneficial State Bank  Beneficial State Bank is an Oakland, California-based community development bank. Founded in 2007, Beneficial State Bank provides commercial banking services to underserved small and medium-size businesses, non-profits, affordable-housing developers, community facilities, as well as families and individuals. The bank has $300 million in combined assets and serves California, Oregon and Washington.

Capital Impact Partners  Capital Impact Partners is a community development financial institution with a commitment to co-op development. Their website includes general information about what is a co-op and a guide to housing co-op development.  There are also links to other co-ops sites.

Commonwealth Revolving Loan Fund  Founded in 1987, the Common Wealth Revolving Loan Fund is a non-profit community development financial institution whose purpose is to lend money to employee-owned companies or co-ops for expansion, facilities, machinery and equipment, vehicles, and working capital or for employee-buyouts. CWRLF serves borrowers located in Ohio and the nearby areas of contiguous states.

Cooperative Fund of New England  A community development financial institution (CDFI) that is a bridge between socially responsible investors and cooperatives, community-oriented non-profits, and worker-owned businesses in New England. Since 1975, CFNE had made over 700 loans, totaling over $37million, creating/retaining over 9,900 jobs and 5,400 housing units across the region.

Local Enterprise Assistance Fund  The mission of Local Enterprise Assistance of Fund (LEAF) is to promote human and economic development by providing financing and development assistance to cooperatives and social purpose ventures that create and save jobs for low-income people. Since its founding over 30 years ago, LEAF has invested and leveraged over $91 million, resulting in the creation or retention of more than 6,600 jobs. LEAF lends nationally, with a focus on community-owned natural food cooperatives that create high quality jobs and provide access to healthy food in urban and rural communities; low-income cooperative housing developments; and worker-owned firms and other community-based businesses and social enterprises.

Michigan Uniform Securities Act Small Business Capital Formation Options and Requirements  This is a one page piece from the Michigan Corp and Securities Bureau showing the capital raising options & requirements for small businesses.

National Cooperative Bank  National Cooperative Bank (NCB) provides comprehensive banking services to cooperatives and other member-owned organizations throughout the country.  NCB’s customers are cooperatives, such as grocery wholesaler co-ops, purchasing co-ops or housing co-ops. By dramatically leveraging our appropriation from Congress, NCB has succeeded in growing the original $184 million capitalization to more than $4 billion in specialized lending, investments, and technical assistance to underserved communities across the country.

Rainbow Cooperative Grocery Cooperative Grant Program  Established in 1975, Rainbow Grocery Co-op is a Bay Area worker-owned cooperative offering organic and locally sourced products with a workforce of over 220 people. Rainbow Grocery's Cooperative Grant Program aims to foster the growth of existing or start-up worker-owned cooperatives and collectives. Rainbow is particularly invested in funding cooperatives that are striving to function democratically and operate non-hierarchically at all levels of their business/organization.

Shared Capital Cooperative  Based in Minneapolis, Shared Capital Cooperative is a community development loan fund committed to fostering economic democracy by investing in cooperative enterprises by lending from existing co-ops to co-ops in need of loans. Today, the loan fund has 175 cooperative members in 30 states, including food, consumer, producer, housing and worker-owned cooperatives. Since 1978, it has provided $40 million in cooperative financing to over 800 cooperatives and is a federally certified community development finance institution (CDFI).

Valley Alliance of Worker Co-operatives  Based in Western Massachusetts, this organization provides technical and organizational assistance to worker cooperative members in Connecticut, Massachusetts and Vermont. One of their objectives is to educate the public about how cooperatives can create jobs in the community. Their website includes educational information for their members and for others interested in developing new co-ops. 


Employee Ownership Resources

1worker1vote.org and Mondragon International North America (MINA) are building a national network of unionized worker-owned cooperative businesses to overcome opportunity, mobility, and income inequality. Union co-ops are based on the Mondragon principles dedicated to growing equal share equity for workers, fomenting solidarity, and building local living economies. Union co-ops operating under the Mondragon principles make sure no worker community – organized, unorganized, or alternative – is left behind.

Cincinnati Union Co-op Initiative (CUCI) is a non-profit that partners with individuals and organizations to create worker-owned businesses that sustain families. CUCI emerged from the historic partnership between Mondragon, the world’s most successful network of worker-cooperatives, and the United Steelworkers in October of 2009.

Democracy Collaborative  Established in 2000, The Democracy Collaborative is a national leader in equitable, inclusive and sustainable development through its Community Wealth Building Initiative. The Collaborative is known for its work developing a set of employee-owned cooperatives in Cleveland, Ohio, known as the Evergreen Cooperatives, and is currently engaged in similar work in Rochester, New York.  The Democracy Collaborative also operates the Next System Project, which seeks to provide a platform for systemic economic transformation.

Democracy at Work Institute The Democracy at Work Institute (DAWI) is a nonprofit organization that provides education and training resources for worker cooperative. It maintains an extensive resource library and support materials on its website.  Founded by the U.S. Federation of Worker Cooperatives in 2013, DAWI seeks to develop standards and leaders, gather models and best practices, coordinate existing resources, and advocate for worker cooperatives as a community economic development strategy.

Democracy at Work Network The Democracy at Work Network (DAWN) is a project of the U.S. Federation of Worker Cooperatives. DAWN is a network of certified peer advisors, all with strong social and professional ties, who cooperate in training themselves and providing technical assistance services to worker cooperatives. DAWN's goals are to 1) meet the demand for technical assistance and development advice with high-quality services, and 2) increase worker cooperative technical assistance capacity from inside the movement.

ESOP Association  The ESOP Association is a membership organization composed of companies with employee ownership and those transitioning to employee ownership status. This non-profit organization provides educational materials and training seminars necessary for the successful management of employee-owned companies.

Fifty by Fifty The Fifty by Fifty initiative aims to increase the number of U.S. employee owners to 50 million by 2050, roughly five times today’s level. The group aims to promote state and local employee ownership centers, ease financing for conversion of existing businesses to employee ownership, and make employee ownership the number one succession planning strategy for retiring business owners, particularly the seven million baby boom owners of private businesses likely to retire or sell their businesses in the coming two decades.

ICA Group  Since 1977, the Massachusetts-based ICA Group has provided technical assistance for the development of employee-owned businesses, retaining and/or creating over 10,000 jobs in the process. The organization has also provided strategic guidance to scores of mission aligned non-profits and through our work managing the Alternative Staffing Alliance over 30,000 people with barriers to employment find work each year and is currently seeking is leading an initiative to promote employee ownership in the home health care industry.

National Center for Employee Ownership  Founded in 1981, the NCEO is a non-profit membership and research organization that provides practical resources and objectives, reliable information on employee stock ownership plans (ESOPs), equity compensation plans, and ownership culture. The 3,000-plus member based includes employee ownership companies, academics, and consultants.

Ohio Employee Ownership Center  Established in 1987, the OEOC is a non-profit, university-based program at Kent State University to provide outreach, information, and preliminary technical assistant to Ohio employees and business owners interested in exploring employee ownership. OEOC focuses on: 1) business owners looking to exit their businesses 2) owners interested in selling their businesses to their employees 3) employee groups, local governments, and community groups seeking to avoid business shutdowns and community job loss and 4) existing employee-owned companies that seek improvement.

Project Equity  Launched in the spring of 2014 and based in the San Francisco Bay Area, Project Equity aims to take worker ownership to scale through build a supportive economic ecosystem of technical assistance, policy and financing supports that creates an environment in which employee ownership can thrive. A lead focus of Project Equity is supporting conversions to employee ownership as a business succession strategy and developing a Bay Area Blueprint local action plan for moving towards scale and impact of worker cooperative development.

Rocky Mountain Employee Ownership Center   Based in Denver, Colorado, the Center takes an active leadership role in advancing employee-ownership in the Rocky Mountain region as a means of preserving & building strong local economies, and alleviating wealth & income inequities. In May 2017, a bill advocated by the Center, HB 17-1214 titled, “Encourage Employee Ownership Of Existing Small Business” was signed into law, establishing a state revolving loan fund to facilitate employee ownership of business.

US Federation of Worker Cooperatives  The US Federation of Worker Cooperatives (USFWC) was established in 2004 as the national grassroots membership organization for worker cooperative businesses. Membership includes over 100 democratic workplaces, cooperatives, developers and organizations that support worker cooperatives representing over 1,600 individual worker-owners. USFWC connects worker cooperative members to benefits, to each other and to the larger cooperative and economic justice movements.

Vermont Employee Ownership Center  Since forming in 2001, the Vermont Employee Ownership Center has provided direct assistance to representatives of nearly 200 Vermont businesses, ranging in size from only a few employees to several hundred.  Fifteen of these businesses went on to implement some form of employee ownership. The association also hosts an annual conference, which attracts an average of 150 participants a year.


Legal Resources and Policy Initiatives

Deborah Groban Olson  Since 1981—in other words, 26 years before she founded C2BE—attorney Deborah Groban Olson has assisted with supporting the development of employee-owned companies, with a focus on working with unions to use employee ownership strategies to preserve union jobs.  A former chair of the National Center for Employee Ownership, Deb’s website contains a host of useful resources on best practices in employee ownership, leading case studies, as well as legal information on employee stock ownership plan (ESOP) companies and worker cooperatives.

East Bay Community Law Center  The East Bay Community Law Center’s Green-Collar Communities Clinic (GC3) was founded in 2012 by local attorney Sushil Jacob. GC3 provides free, integrated legal and business assistance to low-income entrepreneurs and nonprofits who seek to create cooperative and environmentally sustainable ventures.

Sustainable Economies Law Center  Based in Oakland, California, the Sustainable Economies Law Center provides legal education, research, advice, and advocacy to support the development of just and resilient economies. The Center through its legal and policy work aims to cultivate a new legal landscape that supports community resilience and grassroots economic empowerment in sectors such as food, housing, and energy.  The Center has been a leading advocate of worker cooperative legislation both statewide in California and at the municipal level.

C2BE Policy Memo on Worker Ownership  A memo that surveys all federal, state. and local policy initiatives supporting worker cooperatives and employee ownership across the United States.

C2BE Choice of Entity and Taxation Handout  An overview of the different legal entities and tax statuses that your worker-owned business can choose from.

C2BE Template LLC Operating Agreement  A sample operating agreement, written for a Michigan LLC that is operating as a worker cooperative

C2BE User’s Guide to the Template Operating Agreement  A list of practical questions about cooperative governance. We recommend that you first answer this before formalizing your business structures.

C2BE Cooperative and Worker Ownership Decision Matrix  A chart that identifies key decisions related to democratic self-management (PDF and Excel) and presents different options to consider (PDF and Excel).

C2BE Information About Securities Laws  Important information to know before you start seeking investors on securities law, or the regulations regarding selling interests or getting loans to your new business.