Promotion and Expansion of Private Employee Ownership Act of 2021

To amend the Internal Revenue Code of 1986 and the Small Business Act to expand the availability of employee stock ownership plans in S corporations, and for other purposes. 1. Short title This Act may be cited as the Promotion and Expansion of Private Employee Ownership Act of 2021 2. Findings Congress finds that— (1) on January 1, 1998—nearly 25 years after the Employee Retirement Income Security Act of 1974 was enacted and the employee stock ownership plan (hereafter in this section referred to as an ESOP Public Law 104–188 (2) with the passage of the Taxpayer Relief Act of 1997 ( Public Law 105–34 (3) since that time, several thousand companies have become ESOP-owned S corporations, creating an ownership interest for several million Americans in companies in every State in the country, in industries ranging from heavy manufacturing to technology development to services; (4) while estimates show that 40 percent of working Americans have no formal retirement account at all, every United States worker who is an employee-owner of an S corporation company through an ESOP has a valuable qualified retirement savings account; (5) recent studies have shown that employees of ESOP-owned S corporations enjoy greater job stability than employees of comparable companies; (6) studies also show that employee-owners of S corporation ESOP companies have amassed meaningful retirement savings through their S ESOP accounts that will give them the means to retire with dignity; (7) under the Small Business Act ( 15 U.S.C. 631 et seq. (8) it is the goal of Congress to both preserve and foster employee ownership of S corporations through ESOPs. 3. Deferral of tax for certain sales of employer stock to employee stock ownership plan sponsored by S corporation (a) In general Section 1042(c)(1)(A) domestic C corporation domestic corporation (b) Effective date The amendment made by subsection (a) shall apply to sales after the date of the enactment of this Act. 4. Deduction for interest on loan to finance purchase of employer securities by an employee stock ownership plan sponsored by an S corporation (a) In general Part VI of subchapter B of chapter 1 200. Interest on certain loans for the purchase of employer securities by an employee stock ownership plan sponsored by an S corporation (a) In general There shall be allowed as a deduction an amount equal to 50 percent of the interest received during the taxable year by a bank (within the meaning of section 581) with respect to a qualified securities acquisition loan. (b) Qualified securities acquisition loan (1) In general For purposes of this section, the term qualified securities acquisition loan (A) any loan to an employee stock ownership plan sponsored by an S corporation to the extent that the proceeds are used to acquire employer securities for the plan, and (B) any loan to an S corporation that sponsors an employee stock ownership plan to the extent that the proceeds of such loan are loaned to the employee stock ownership plan to acquire employer securities for the plan. For purposes of this paragraph, the term employer securities (2) Terms Applicable to certain qualified securities acquisition loans For purposes of paragraph (1)(B), the term qualified securities acquisition loan (3) Treatment of refinancings The term qualified securities acquisition loan (4) Plan must hold more than 50 percent of stock after acquisition or transfer (A) In general A loan shall not be treated as a qualified securities acquisition loan for purposes of this section unless, immediately after an acquisition of employer securities referred to in paragraph (1), the employee stock ownership plan owns more than 50 percent of the outstanding stock of the S corporation. (B) Failure to retain minimum stock interest (i) In general Subsection (a) shall not apply to any interest received with respect to a qualified securities acquisition loan which is allocable to any period during which the employee stock ownership plan does not own stock meeting the requirements of subparagraph (A). (ii) Exception To the extent provided by the Secretary, clause (i) shall not apply to any period if, within 90 days of the first date on which the failure occurred (or such longer period not in excess of 180 days as the Secretary may prescribe), the plan acquires stock which results in its meeting the requirements of subparagraph (A). (C) Stock For purposes of subparagraph (A), the Secretary may provide that warrants, options, contracts to acquire stock, convertible debt interests and other similar interests be treated as stock for one or more purposes under subparagraph (A). (c) Employee stock ownership plan For purposes of this section, the term employee stock ownership plan . (b) Clerical amendment The table of sections for part VI of subchapter B of chapter 1 of such Code is amended by adding at the end the following new item: Sec. 200. Interest on certain loans for the purchase of employer securities by an employee stock ownership plan sponsored by an S corporation. . (c) Effective date The amendments made by this section shall apply to interest accrued on loans made after the date of the enactment of this Act. 5. Department of the Treasury Technical Assistance Office (a) Establishment required Before the end of the 90-day period beginning on the date of enactment of this Act, the Secretary of the Treasury shall establish the S Corporation Employee Ownership Assistance Office to foster increased employee ownership of S corporations. (b) Duties of the office The S Corporation Employee Ownership Assistance Office shall provide— (1) education and outreach to inform companies and individuals about the possibilities and benefits of employee ownership of S corporations; and (2) technical assistance to assist S corporations in sponsoring employee stock ownership plans. 6. Small business and employee stock ownership (a) In general The Small Business Act ( 15 U.S.C. 631 et seq. (1) by redesignating section 47 as section 48; and (2) by inserting after section 46 the following: 47. Employee stock ownership plans (a) Definitions In this section— (1) the term ESOP section 4975(e)(7) (2) the term ESOP business concern (b) Continued eligibility In determining whether an ESOP business concern qualifies as a small business concern for purposes of a loan, preference, or other program under this Act, each ESOP participant shall be treated as directly owning his or her proportionate share of the stock in the ESOP business concern owned by the ESOP. . (b) Effective date The amendments made by this section shall take effect on January 1 of the first calendar year beginning after the date of the enactment of this Act.

Summary: Promotion and Expansion of Private Employee Ownership Act of 2021 This bill expands tax incentives and federal assistance for employee stock ownership plans (ESOPs) that are sponsored by S corporations. The bill provides additional tax incentives for ESOPs by (1) extending to all domestic corporations, including S corporations, provisions allowing deferral of tax on gain from the sale of employer securities to an ESOP; and (2) allowing a tax deduction for 50% of the interest received by a bank on loans to S corporation-sponsored ESOPs for the purchase of employer securities. The Department of the Treasury must establish the S Corporation Employee Ownership Assistance Office to foster increased employee ownership of S corporations. The bill defines an ESOP business concern for purposes of the Small Business Act as a business concern that was eligible for a loan, preference, or other program under such Act before more than 49% of the business concern was acquired by an ESOP.