1042 TAX STRATEGIES

1042 enables you to eliminate the capital gains tax on your ESOP sale

Lazear has saved clients over $500,000,000 in capital gains

tax on the sale of their company to an ESOP.

Our proprietary strategy will save you millions in taxes while eliminating the negative aspects of every other 1042 strategy. 

State tax rates vary between 0%-13.3%. 5% is used as an example.

What you need to know about Section 1042

What is 1042?

What is 1042?

Internal Revenue Code Section 1042 allows shareholders who sell their company to an ESOP to defer—and ultimately eliminate—the capital gains tax on the sale. This well-established tax strategy significantly increases after-tax proceeds, potentially saving up to 33% in combined federal and state taxes.
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Why does Section 1042 exist?

Why does Section 1042 exist?

Section 1042 is a powerful tax law incentive that encourages business owners to sell to employees through an ESOP.
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How do you defer capital gains tax under Section 1042?

How do you defer capital gains tax under Section 1042?

To defer capital gains tax under 1042, business owners must reinvest sale proceeds into Qualified Replacement Property (QRP), as defined in Section 1042.
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Floating Rate Notes (FRN):
A Costly QRP Financing Solution

Deferring capital gains taxes under Section 1042 requires buying Qualified Replacement Property (QRP) equal to 100% of the taxable gain. In a typical ESOP transaction, the seller receives ~25% in cash at closing, making it challenging to purchase QRP without additional financing.

To finance the purchase of QRP, banks will loan up to 90% of the FRN’s face value. Using leverage enables the purchase of FRNs equal to 100% of the taxable gain. The FRN loan will require annual interest expense on the 90% loan and will continue for the rest of the seller’s life, while requiring the seller’s personal guarantee.

Lazear's Real Estate-based 1042 Solution

Lazear’s proprietary 1042 solution enables clients to invest in highly profitable investment-grade real estate rather than FRNs that never grow in value and require significant interest expense for the rest of the seller’s life.

Connect with a 1042 tax strategist

Maximize the power of your ESOP with our proprietary 1042 tax solution, designed to eliminate capital gains and ultimately save our clients millions compared to alternative solutions.

Nationwide expertise

Our unique approach combines decades of expertise in finance, taxation and ownership transition paired with an in-depth understanding of the ESOP process to create a tailored 1042 solution.

Get an Insider’s Look

THROUGH PODCASTS, VIDEOS, AND MORE–WE GIVE BUSINESS OWNERS AN INSIDER’S LOOK INTO THE EXCITING POSSIBILITIES ESOPS CAN OFFER YOUR EMPLOYEES, YOUR FUTURE, AND THE FUTURE OF YOUR WEALTH.

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