Signed Law: Capital Gain Deduction for Sale to an Iowa ESOP (HF 2465)
We have followed Iowa's Employee Stock Ownership Plan (ESOP) Initiative as it has progressed throughout the legislative process. Iowa Governor Terry Branstad, who started the process by including Selling to an ESOP as one of his 2012 initiatives in his 2012 Condition of the State address, signed the ESOP provision of House File 2465 into law on May 25, 2012. The legislation provides a 50% exclusion of the Iowa net capital gains tax from the sale of an Iowa corporation to an ESOP if the ESOP owns at least 30% of the company after the sale. Here is the final language:
CAPITAL GAIN DEDUCTION FOR SALE TO AN IOWA ESOP
Sec. 133. Section 422.7, subsection 2I, Code Supplement 2011, is amended by adding the following new paragraph:
NEW PARAGRAPH. e, (1) To the extent not already excluded, fifty percent of the net capital gain from the sale or exchange of employer securities of an Iowa corporation to a qualified Iowa employee stock ownership plan when, upon completion of the transaction, the qualified Iowa employee stock ownership plan owns at least thirty percent of all outstanding employer securities issued by the Iowa corporation.
(2) For purposes of this paragraph:
(a) "Employer securities" means the same as defined in section 409(1) of the Internal Revenue Code.
(b) “Iowa corporation" means a corporation whose commercial domicile, as defined in section 422.32, is in this state.
(c) “Qualified Iowa employee stock ownership plan" means an employee stock ownership plan, as defined in section 4975(e)(7) of the Internal Revenue code, and trust that are established by an Iowa corporation for the benefit of the employees of the corporation.
Here is a link to a summary of some of the legislative background:
HF 2284 (formerly HF 2085) [ESOP]
o This bill provides for an exclusion from income for sales of stock to an Employee Stock Ownership Plan (ESOP). In other words, the bill would have extended the capital gain exclusion to qualified ESOP sales. To be excluded, the ESOP must own at least 30 percent of all outstanding employer securities issued by the corporation after the transaction. The bill was withdrawn on February 16.
Note: As drafted, the bill was not consistent with federal tax law and would have created filing complications.
A new version of the bill, HF 2284, passed the House 93-2 (Pearson and Shaw voting “No”) on March 1, 2012, and sent to the Senate Appropriations subcommittee.
On March 7, 2012, the committee recommended passage. The bill was sent to the Ways and Means subcommittee on March 13, 2012, where it died.
In early April, the provisions of the bill were included in HF 2465 (formerly HSB 674), a bill pertaining to state financing. The bill passed the House on April 10 by a 59-40 vote, passed the Senate on May 1 by a 26-22 vote. Further amendments were made and the bill again passed the House on May 8 by a 90-7 vote and the Senate on May 9 by a 29-19 vote. The essential provisions of the original version of the bill were retained - 50 percent exclusion of capital gains on sale of employer stock to an ESOP, but added is the language "to the extent not already excluded." This probably is a reference to the elective deferral of I.R.C. Sec. 1042. The bill is ready for the Governor's signature.