Date: December 17th , 2025

Time: 3pm ET | 2pm CT | 1pm MT | 12pm PT

Duration: 120 minutes

Description:

Worker cooperatives and Employee Ownership Trusts (EOTs) enable business succession through democratic employee ownership, offering tax advantages like patronage deductions and capital gains deferral. This CPE course provides CPAs and tax advisors with tools for client transitions, including valuation approaches, financing strategies, and Subchapter T compliance. Participants learn governance design, employee engagement tactics, and contrasts with ESOPs to support sustainable cooperative enterprises.

Learning Objectives

• Discuss financial structures of worker cooperatives, including internal capital accounts (ICAs), patronage dividends allocated by labor hours, and Subchapter T tax treatment under IRC §1381-1388.
• Identify transition phases to employee ownership, covering business valuation methods, IRC §1042 rollover eligibility, and financing via seller notes or loans.
• Analyze cooperative governance with one-member-one-vote principles, legal compliance for state filings, and employee participation in boards and profit-sharing.
• Explain resources like ICA Group, U.S. Federation of Worker Cooperatives, and providers for feasibility studies and legal templates.
• Explore ESOP governance features, such as trustee oversight and annual valuations, for comparison to co-op democratic models.

Session Highlights:

• Breakdown of ICA systems for equitable wealth-building, splitting net income into individual (50% cash/patronage) and collective reserves.
• Step-by-step transition roadmap: feasibility assessment, valuation (appraisal multiples), seller financing, and membership buy-ins.
• Governance templates for boards, bylaws ensuring one-vote equality, and compliance checklists for state co-op statutes.
• Resource mapping to networks like Democracy at Work Institute and funding via CDFIs or SBA loans.
• ESOP vs. co-op comparison table highlighting tax deferrals, setup costs, and control differences for client advising.

Credits and Other information:

• Recommended CPE credit – 2.0
• Recommended field of study – Taxes
• Session Prerequisites and preparation: None
• Session learning level: Update
• Location: Virtual/Online
• Delivery method: Group Internet Based
• Attendance Requirement:  Yes
• Session Duration: 120 minutes

Who Will Benefit:

• CPA
• Enrolled Agents (EAs)
• Tax Professionals
• Attorneys
• Other Tax Preparers
• Finance professionals
• Financial planners

About Our Speaker

Rebecca Thoune 
Tax Signing Director , Clifton Larson Allen
She focuses on assisting Cooperatives with tax planning, compliance, and member relations. She is passionate about using my knowledge of Cooperatives and tax to provide strategic federal and state tax planning, maximizing member benefits, and minimizing taxes. She enjoys sharing technical knowledge on cooperative taxation, tax planning and reform, healthcare reform including the ACA, and various state tax issues. I also represent Cooperatives before the IRS and state tax authorities.