Retire through Ownership Act

Roger Marshall

Republican · KS · Senator

Source: Congress.gov · FEC

• Tim Kaine (D-VA)Original· 2025-07-23

Became Public Law No: 119-124.

2026-10-15

Source: Congress.gov

Retire through Ownership Act This bill allows the fiduciary of an Employee Stock Ownership Plan (ESOP) to rely on a valuation provided by an independent valuation expert or business appraiser in determining the fair market value of the plan's securities if the securities are not traded on a national securities exchange (i.e., not publicly traded) and the expert or appraiser follows specified methodologies. In general, ESOPs are defined contribution pension plans where employees accrue shares of their employers' stock in individual accounts as part of their compensation. After separating from employment or retiring, employees receive the cash value of their shares. Under the bill, an independent expert or appraiser must adhere to the methodology established under the Internal Revenue Service Ruling 59-60, which prescribes the factors a professional business appraiser should consider in forming a valuation of the stock for a closely held business.

Plain-English rewrite of the Congressional Research Service summary published on Congress.gov. Cached and reviewed.

[Congressional Bills 119th Congress] [From the U.S. Government Publishing Office] [S. 2403 Engrossed in Senate (ES)] <DOC> 119th CONGRESS 1st Session S. 2403 _______________________________________________________________________ AN ACT To amend the Employee Retirement Income Security Act of 1974 to provide a clear definition of adequate consideration for certain closely held stock, and for other purposes. Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, SECTION 1. SHORT TITLE. This Act may be cited as the ``Retire through Ownership Act''. SEC. 2. AMENDING ADEQUATE CONSIDERATION DEFINITION. (a) In General.--Section 3(18) of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1002(18)) is amended-- (1) by redesignating clauses (i) and (ii) as subclauses (I) and (II), respectively; (2) by redesignating subparagraphs (A) and (B) as clauses (i) and (ii), respectively; (3) by inserting ``(A)'' before ``The term''; and (4) by adding at the end the following: ``(B)(i) For purposes of clause (ii) of subparagraph (A), a fiduciary of an employee stock ownership plan (as defined in section 407(d)(6)) may make a good faith reliance on a valuation provided by an independent valuation expert or business appraiser that has relied upon the principles and methodologies set forth in Internal Revenue Service Revenue Ruling 59-60 (as amplified and modified by the Internal Revenue Service from time to time) in determining the fair market value of an asset described in such clause. ``(ii) Clause (i) shall not be interpreted to-- ``(I) preclude the Secretary from promulgating, in accordance with section 553 of title 5, United States Code, any regulation interpreting such clause; ``(II) expand the regulatory authority of the Secretary with respect to the term `adequate consideration' beyond such authority available to the Secretary on the day before the date of enactment of the Retire through Ownership Act; or ``(III) modify a fiduciary's obligations under section 404.''. (b) Effective Date.--The amendments made by subsection (a) shall apply with respect to determinations described in section 3(18)(B) of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1002(18)(B)) (as added by such subsection) that are made on or after the date of enactment of this Act. Passed the Senate October 9, 2025. Attest: Secretary. 119th CONGRESS 1st Session S. 2403 _______________________________________________________________________ AN ACT To amend the Employee Retirement Income Security Act of 1974 to provide a clear definition of adequate consideration for certain closely held stock, and for other purposes.

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