Allowing employees to buy into the business without money might seem strange, but it happens often.

Employee participation is a way for employees to become owners in the company or BV. This can be done in various ways, such as through an equity plan, option scheme, SAR scheme, bonus plans, profit sharing, steward ownership or share certificates. The main idea is that employees own a part of the company they work for, thus becoming partners in the private limited company (BV).

Why would a company do this? Employee participation can be very valuable. It gives employees a sense of responsibility and ownership. Since they are co-owners, they want to make the company even more successful. This can lead to higher performance and more innovation.

But how do you start employee participation in your company? That's where we at RoundE can help. We provide advice and help companies set up a good employee participation scheme. Whether you choose shares, options, or other forms of participation, we ensure everything runs smoothly. Want to know more? Then contact our team of experts.

Different Forms of Employee Participation

There are various ways in which employees can buy into a company as employees, thus becoming shareholders. These methods help to engage employees in the company and encourage them to contribute to its success. Let’s take a look at some common forms:

Shares

Shares are a direct way for employees to become owners of the company as well. Employees can buy employee shares and thus become shareholders. They benefit directly from the growth and success of the company. This makes them feel more involved and motivates them to contribute to the company's performance. The downside is that employees gain decision-making power. Luckily, there are ways to prevent this, among others, by issuing certificates (read more about this below).

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Stock Options

A stock option scheme gives employees the right to purchase shares in the future at a predetermined price. This means that if the company’s value increases, employees can benefit by purchasing shares at a lower price than the market price. Options encourage employees to stay longer at the company to enjoy this reward later.

Stock Appreciation Rights (SAR Scheme)

Stock Appreciation Rights or SAR scheme give employees the right to a bonus equal to the increase in the value of shares over a certain period. Unlike options, employees do not have to buy the shares. They simply receive the value differences, which is an easy way to reward employees for their contribution to the company’s growth. Since the costs of a SAR are deductible from corporate tax, this is a popular form.

Bonus Schemes

Bonus schemes reward employees based on the company’s performance. This can be an annual bonus dependent on profit goals or other performance indicators. This arrangement ensures that employees focus on achieving specific goals that are important for the company.

Profit Sharing Scheme

Additionally, there is profit sharing. Profit sharing is a kind of bonus that depends on the company’s profit. Just like with a SAR scheme, the costs of profit sharing are deductible from corporate tax (VPB).

Share Certificates

Share certificates are another way for employees to own part of the company without directly selling shares. These certificates represent the right to dividends without the voting rights that regular shares have. They are a simpler way to allow employees to participate in the company’s growth. Read more about this on this page.

These forms of employee participation can help employees to buy into the company. They give employees the chance to benefit from the success of the company, which motivates them even more. This can lead to higher performance, more innovation, and a stronger bond with their employees. However, only shares and share certificates make an employee a partner in the company. Only with these constructs do they truly own the shares.

Curious about which form of employee participation suits your company? We have created a free decision tree to quickly clarify the possibilities in your situation.

Buying Into the Company

When an employee (or yourself) has money to invest in the company, it may be interesting to buy shares or share certificates directly. The employee then invests their money (which they can lose). The employee then becomes a shareholder and thus an owner of the company. A common alternative is to let the employee buy share certificates. The employee will not have voting rights but will receive money when dividends are distributed or when the company is sold.

When it is not an employee but management that buys shares in the company, we call this a Management Buy Out (MBO). Although the name differs, it works the same way as an employee's buy into the company.

Buying Into the Company Without Money

It is of course also possible that employees do not have money in the bank to buy shares in the company. There are various solutions for this, namely giving shares for free (be aware of taxes, read further below), a SAR scheme, option scheme, or lending money to the employee.

Gifting Shares

If employees do not have the means to invest, you can sell the shares for less than their market value. However, the tax authorities see this as a benefit that the employee receives, and it is therefore taxed as wages. So, wage tax must be paid on this benefit. If you do not, you may face penalties from the tax authorities. Sometimes employers also choose to pay the wage tax for the employee.

Lending Money to Buy Into the Company

A second possibility is for the company to lend money to the employee. Employees then buy themselves in thanks to the loan. This loan must, of course, be repaid, and it must also be repaid at a business (!) interest rate. Since the loaned money is directly used to purchase the shares, it does not impact the company’s cash flow. The downside is that if the value of the shares decreases, the employee still has to repay this loan. This can lead to financial problems. Therefore, we often discourage this.

Alternatively, you can offer the employee a SAR scheme, profit sharing scheme, or option scheme. In these cases, the employee does not need to invest money, and taxes are only paid upon exercising the arrangements. When exercising, wage tax must be paid.

In general, we recommend a SAR scheme over an option scheme because the costs of the SAR scheme are deductible from corporate tax (VPB). This makes it very attractive for employers.

Curious about how you can make employees co-owners? We have created a free decision tree to quickly clarify the possibilities in your situation.

Convertible Loan

Another way employees can (indirectly) invest in the company is through a convertible loan. Employees can lend money to the company. This loan can then be converted into shares of the company (the loan converts to shares). The employee then becomes a shareholder in the company. In the meantime, the employee receives interest on the borrowed amount.

Five Steps for a Successful Buy Without Money

Step 1: Identify the Added Value of the New Partner / Shareholder

Before welcoming a new partner without financial contributions into your company, it is crucial to determine what their unique contribution is. This could involve specific expertise, a valuable network, or innovative ideas.

• What specific skills or knowledge does the new partner/employee bring that can benefit your company?
• How can this contribution promote the growth of your company?
• Does the new partner have a proven track record relevant to your company’s goals?

Step 2: Create a Win-Win Situation

When a new partner joins without money, it is important to establish arrangements that are beneficial to both parties. Ensure that expectations are clear, and that the collaboration truly adds value to your business.

• How can the new partner’s contribution help in achieving your business goals?
• What goals can you set together to ensure the success of the collaboration?
• Can you establish clear KPIs or milestones that measure the success of the collaboration?

Step 3: Negotiate Clear Terms

Without a financial investment, it is essential to make clear agreements about the role and responsibilities of the new partner. This includes matters such as share distribution, decision-making processes, and compensation.

• What specific responsibilities will the new partner take on?
• How will you determine the value of their contribution, and what reward will correspond to this, for example in the form of shares or profit sharing?
• How will you ensure a balance in expectations and that both parties are satisfied with the terms?

Step 4: Focus on Trust and Collaboration

A strong relationship based on mutual trust is essential, especially when there is no financial contribution. Ensure open and transparent communication, and actively work on establishing a long-lasting collaboration.

• How can you set up and maintain an open channel of communication with the new partner?
• What steps can you take to build and maintain trust?
• How can you ensure that the new partner feels valued and involved in the company?

Step 5: Monitor and Regularly Evaluate

After the buy-in, it is important to regularly evaluate the progress of the collaboration. Ensure that the contribution of the new partner remains in line with the needs of your company and be prepared to make adjustments as necessary.

• How often will you evaluate the collaboration, and what criteria will you use to measure success?
• How will you ensure that the collaboration remains flexible and can adapt to changes within your company?
• What steps should be taken if the new partner’s contribution does not meet the expectations?

By following these steps, you can successfully welcome a new partner without a financial contribution into your company as an employer. The focus is on the strategic value that the new partner brings, clear agreements, and establishing a sustainable collaboration that contributes to the success of your company.

How Much Does It Cost to Buy Into a Company?

There are costs for both the employer and the employee. For the employee, the costs depend on the price of the shares, and how many shares the employee receives or purchases. The employer has to set up the participation plan. Fortunately, this is not very expensive. We gladly assist you in setting up an employee participation plan. In our non-binding introduction, we discuss the possibilities for your company. Afterwards, we provide a fixed price quote so you always know what to expect.

Conclusion and Recommendations

In this article, we discussed the many benefits of employee participation and allowing employees to buy into the company. We also covered the possibilities when employees want to buy in without money. Employee participation can increase employee motivation and engagement while the company benefits from better performance and more innovation. There are various forms, such as shares, options, stock appreciation rights, bonus schemes, and share certificates. These options provide both employees and companies with many opportunities for shared success.

When implementing an employee participation program, it is important to have a clear strategy, choose the right form of participation, and be well-versed in legislation and regulations. Communicate clearly with your employees and ensure the program is easy to understand. Regular evaluation and adjustment of the program is crucial to keep it relevant and effective.

For companies considering implementing employee participation and ‘buying into the company’, we recommend:

1. Start with a clear strategy: Set clear goals, and ensure they align with your company’s vision.
2. Choose a suitable form of participation: Select the option that best fits your company structure and employees.
3. Seek legal and tax advice: Ensure you meet all legal requirements and take advantage of potential tax benefits.
4. Communicate transparently: Clearly explain the program to your employees and ensure they understand how they can participate.
5. Keep the program simple: Make it easy for employees to join and remain engaged.
6. Evaluate regularly: Seek feedback from employees and adjust the program as necessary to make it as effective as possible.

At RoundE, we are ready to assist you with all these steps. Our team of experts has the knowledge and experience to set up a successful employee participation program that benefits both your company and employees. Contact us today to discover how we can support you in implementing employee participation. Together, we will work towards the growth and success of your company!

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