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Non-allocation of 1042 shares


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Assume A and B are participants under ESOP and that A and B have combined $100K of cash in their ESOP accounts.  A and B sell shares to the ESOP and they both elect 1042 tax treatment on all of the shares sold.

Is there anyway that the ESOP can use the $100K cash in A's and B's accounts in this transaction?

I'm thinking the answer is No. Reasoning that because A and B elected 1042 for all of their sold shares, there would be no shares to allocate to their individual accounts for the $100K. In other words, if we took the $100K out of their accounts to help fund the ESOP purchase, we'd have to be able to allocate something back to their accounts, presumably shares acquired by the ESOP in the transaction. But, there would be nothing we could allocate back to their accounts because all of the acquired shares are 1042 stock.  

So, it seems to me that the $100K just needs to stay earmarked in their accounts. The ESOP can use the cash in other ESOP participants' accounts to purchase the shares, but A and B stay in cash.

Thoughts? Thank you. 

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