Types of Employee Ownership

Employee ownership isn’t one-size-fits-all. The right structure depends on your business model, financial goals, and exit timeline. Some owners choose a majority sale through an Employee Ownership Trust (EOT), while others start gradually with an Employee Stock Ownership Plan (ESOP), phantom equity. These approaches can also be blended over time to create a custom transition plan that protects your legacy and strengthens your team.

EMPLOYEE OWNERSHIP TYPES

 

The table below compares ownership structures, including how ownership is held, whether employees invest personally, how governance works, which situations each model is best suited for, and key Canadian tax considerations. Follow the “Learn more” links for additional resources.

Note: This is meant as general information only—please obtain legal/tax advice for your situation. You can visit our Service Provider page to connect with advisors to discuss your specific situation.

Ownership Structure
Ownership Mechanism
Employee Investment
Governance Structure
Purpose is Suited Towards
Tax Incentives (Canada)
Employee Ownership Trust (EOT)
Trust holds shares on behalf of all employees; employees don't pay directly
No direct personal investment; financed via company profits to reimburse seller or loan
Trustee(s) vote shares on behalf of employees (min 33% of the board); structure set in trust deed
Owners ready for full exit; prioritizing legacy, stability, and employee welfare
Owners eligible for up to $10M capital gains tax exemption for qualifying sales
Employee Stock Ownership Plan (ESOP)
Employees earn or purchase shares, over time; can be a minority or majority of shares
Shares are granted or purchased, at a full or discounted price; may be payroll deductions or part of compensation
Voting tied to share classes; owners can issue non-voting / restricted shares
Owners seeking gradual transition and/or to attract/retain talent and reward performance without full exit
May qualify for certain provincial/federal incentives; not as substantial as EOT
Phantom Equity
Employees receive share equivalents outright as part of compensation.
No direct cost; granted as a benefit or performance reward.
No voting rights
Attracting/retaining talent, rewarding performance, aligning incentives. Owners seeking simplicity at implementation - contractual only & does not require a lot of legal work
Taxed as employment income when granted/vested
Mutual Fund Trust - Registered Plans
Shares are allocated to a Trust; shares of the Trust are allocated to individual employees who hold them in RRSP or TFSA
Employees are required to purchase the shares; may be payroll deductions or part of compensation
Voting tied to share classes; owners can issue non-voting / restricted shares
Attracting/retaining talent, rewarding performance, aligning incentives.
Tax incentive is on the side of the employees as a result of the registered status
Worker
Co-operative

Employees buy one membership share each; one person, one vote; no access to equity
Usually one membership share purchase; co-op may finance buyouts with debt
Democratically one member, one vote in major decisions
Culturally collaborative teams valuing workplace democracy and equality
Up to $10M capital gains tax exemption for qualifying sales – TBC
Employee Ownership Trust (EOT)
Ownership Mechanism
Trust holds shares on behalf of all employees; employees don't pay directly
Employee Investment
No direct personal investment; financed via company profits to reimburse seller or loan
Structure Governance
Trustee(s) vote shares on behalf of employees (min 33% of the board); structure set in trust deed
Purpose is Suited Towards
Owners ready for full exit; prioritizing legacy, stability, and employee welfare
Tax Incentives (Canada)
Owners eligible for up to $10M capital gains tax exemption for qualifying sales
Employee Stock Ownership Plan (ESOP)
Ownership Mechanism
Employees earn or purchase shares, over time; can be a minority or majority of shares
Employee Investment
Shares are granted or purchased s, at a full or discounted price; may be payroll deductions or part of compensation
Structure Governance
Voting tied to share classes; owners can issue non-voting / restricted shares
Purpose is Suited Towards
Owners seeking gradual transition and/or to attract/retain talent and reward performance without full exit
Tax Incentives (Canada)
May qualify for certain provincial/federal incentives; not as substantial as EOT
Phantom Equity
Ownership Mechanism
Employees receive share equivalents outright as part of compensation.
Employee Investment
No direct cost; granted as a benefit or performance reward.
Structure Governance
No voting rights
Purpose is Suited Towards
Attracting/retaining talent, rewarding performance, aligning incentives. Owners seeking simplicity at implementation - contractual only & does not require a lot of legal work
Tax Incentives (Canada)
Taxed as employment income when granted/vested
Mutual Fund Trust - Registered Plans
Ownership Mechanism
Shares are allocated to a Trust; shares of the Trust are allocated to individual employees who hold them in RRSP or TFSA
Employee Investment
Employees are required to purchase the shares; may be payroll deductions or part of compensation
Structure Governance
Voting tied to share classes; owners can issue non-voting / restricted shares
Purpose is Suited Towards
Attracting/retaining talent, rewarding performance, aligning incentives.
Tax Incentives (Canada)
Tax incentive is on the side of the employees as a result of the registered status
Worker Co-operative
Ownership Mechanism
Employees buy one membership share each; one person, one vote; no access to equity
Employee Investment
Usually one membership share purchase; co-op may finance buyouts with debt
Structure Governance
Democratically one member, one vote in major decisions
Purpose is Suited Towards
Culturally collaborative teams valuing workplace democracy and equality
Tax Incentives (Canada)
Up to $10M capital gains tax exemption for qualifying sales – TBC

Employee Ownership Structures

This is general information only—always obtain independent legal and tax advice for your situation.

Employee Ownership Trusts (EOTs)

An Employee Ownership Trust (EOT) is a Canadian succession model (enabled in 2024) that transfers a controlling interest (51%+) to a trust for the benefit of all employees.

How it works

  • The owner or owners sell a minimum of 51% of the shares to the trust.
  • Employees do not pay personally; the trust finances the purchase (e.g., vendor note plus future company profits, or external financing).
  • The employees are represented by one or more trustee. Employee-beneficiaries must hold a minimum of 33% of the trustee seats.
  • Employees typically receive profit-sharing distributions, although these may be rare until the debt is paid off. They can also have individual capital accounts that follow the price of the share as in the American ESOP.
  • Distribution of profits and/or equity is done according to criteria for equitable application: hours worked, total compensation, tenure. Formulas can be different for profit and equity.
  • Any person holding more than 10% of the shares cannot also be in the trust.

Benefits

  • Values-aligned exit that preserves independence, culture, and jobs.
  • Clear path to long-term, broad-based ownership.
  • Current federal rules provide a targeted capital-gains incentive (up to $10M on qualifying sales)—confirm details with your advisor.

Best fit

  • Healthy, cash-flowing SMEs; owners ready to step back and prioritize legacy and employees’ long-term welfare.

Learn more at Resources for Employee Ownership Trusts

Employee Stock Ownership Plans (ESOPs)

An ESOP lets employees earn or purchase shares over time, creating a direct equity stake.

How it works

  • Shares can be granted (bonuses), purchased (payroll deductions), or acquired via options that vest over time.
  • ESOPs often start as minority ownership, allowing a gradual transition while founders retain control (e.g., through non-voting or restricted share classes).
  • Voting power depends on the number and class of shares held (employees may hold non-voting or restricted shares)

Benefits

  • Aligns employees with company performance (dividends, share value).
    Improves retention and engagement (“ownership thinking”).
  • Flexible for private and public companies; can be a first step toward broader employee ownership.

Best fit

  • Owners seeking to reward and retain talent or phase succession without an immediate majority sale.

Phantom Equity

Phantom equity (synthetic equity/phantomstock) is a contractual bonus plan that mirrors ownership economics without issuing.

How it works

  • Employees receive cash payouts linked to enterprise value, profit, or a liquidity event (per a written plan).
  • No changes to the cap table; low legal complexity versus share plans.
  • Can target leaders or be broad-based; time- or performance-based.

Benefits

  • Creates ownership-like incentives and retention now, even if an ownership transfer (ESOP/EOT) comes later.
  • In Canada, payouts are generally taxed as employment income when paid.

Best fit

  • Owners who want alignment and retention without issuing equity today, or who want to bridge to a later ESOP/EOT.

Mutual Fund Trust (Registered Plans)

A Mutual Fund Trust (MFT) approach uses a trust that holds company shares, while employees hold units of the trust—often inside registered plans like RRSPs or TFSAs.

How it works

  • The company issues or sells shares to an MFT.
  • Employees acquire trust units (e.g., via payroll deduction or compensation), frequently held in RRSP/TFSA accounts subject to plan limits.
  • The MFT aggregates ownership, distributes income/capital gains to unitholders, and may set liquidity windows for units.
  • Voting/governance follows the underlying share classes the trust holds and the trust deed; employees are unitholders rather than direct shareholders.

Benefits

  • Provides a tax-advantaged savings wrapper for employees (via registered plans) while creating exposure to employer equity.
  • Useful where the company wants broad participation but prefers centralized ownership and administration through a trust.
  • Can coexist with ESOPs or direct ownership and may help with liquidity management.

Best fit

  • Employers seeking a structured, payroll-friendly path for employees to accumulate an equity-linked position within registered accounts, with centralized governance via a trust.

(Implementation involves securities, tax, and trust law—obtain professional advice on plan design and eligibility for MFT status.)

Worker Co-operatives

A worker co-operative is owned and democratically governed by workers—with the concept of one member, one vote.

How it works

  • Employees become member-owners (usually after probation) by purchasing a membership share.
  • Surplus is allocated under bylaws (often in proportion to hours worked) with limited returns on capital.
  • Members elect the board and participate in key policies.

Benefits

  • Deep employee engagement and workplace democracy.
  • Strong community alignment; profits often reinvested locally or shared via patronage dividends.
  • Federal rules set to provide the same targeted capital-gains incentive (up to $10M on qualifying sales) as the EOT—confirm details with your advisor.

Best fit

  • Teams with a collaborative culture prepared to participate in governance.

More on co-ops: Canadian Worker Co-op Federation

How do I become employee owned?

Becoming employee-owned is a structured but achievable process. It typically involves five key steps:

N

Step 1: Prepare for the transition

^

Align key stakeholders (owners, leadership team, advisors) on the employee ownership vision and plan

^

Educate yourself on the different employee ownership models and determine the best fit for your company

N

Step 2: Prepare employees

^

Communicate early and often about the employee ownership exploration process

^

Provide education to employees on what employee ownership means and how it can benefit them

^

Assess employee interest and readiness for ownership

^

Establish an employee ownership culture of engagement and participation

N

Step 3: Establish the value of the company

^

Conduct a business valuation to determine the company’s worth

^

Decide on a fair price for employees to purchase shares

^

Set up a sustainable plan to finance the share purchase by employees

N

Step 4: Create the employee ownership structure

^

Select the appropriate legal structure, such as an Employee Stock Ownership Plan (ESOP), worker cooperative, or employee ownership trust

^

Establish the governance model for employee participation and representation

^

Develop a clear plan for how ownership shares will vest and be allocated to employees over time

N

Step 5: Manage the transition

^

Create a transition timeline and execution plan

^

Transfer ownership to the new employee ownership entity

^

Ensure legal and financial processes are properly managed

^

Continue open communication and education as employees take on their new ownership roles