{"format":1,"id":"119-s-2403","congress":119,"number":"S. 2403","kind":"bill","group":"bills","title":"Retire through Ownership Act","title_source":"Short Title(s) as Passed Senate","official_title":"A bill 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.","titles":[{"type":"Official Title as Introduced","title":"A bill 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."},{"type":"Short Titles from ENR (Enrolled) bill text","title":"Retire through Ownership Act"},{"type":"Display Title","title":"Retire through Ownership Act"},{"type":"Short Title(s) as Passed Senate","title":"Retire through Ownership Act"},{"type":"Short Title(s) as Reported to Senate","title":"Retire through Ownership Act"},{"type":"Short Title(s) as Introduced","title":"Retire through Ownership Act"}],"outcome":"became_law","law_number":"Public Law 119-124","introduced":"2025-07-23","chambers":{"house":{"status":"roll_call","date":"2026-09-16","vote":{"id":"119-2026-h314","question":"On Motion to Suspend the Rules and Pass","title":"Retire through Ownership Act","result":"Passed","yea":401,"nay":14,"present":0,"not_voting":18,"source":"https://clerk.house.gov/evs/2026/roll314.xml"}},"senate":{"status":"voice","date":"2025-10-09","vote":null,"how":"unanimous_consent","words":"Passed/agreed to in Senate: Passed Senate with an amendment by Unanimous Consent."}},"president":{"status":"signed","date":"2026-10-15"},"vice_president_tie_breaker":null,"latest_action":{"text":"Became Public Law No: 119-124.","date":"2026-10-15"},"nominees":null,"amendments":[],"other_votes":[],"crs_summary":{"date":"2025-10-09","stage":"Passed Senate","blocks":[{"k":"h","t":"Retire through Ownership Act"},{"k":"p","t":"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."},{"k":"p","t":"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."},{"k":"p","t":"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."}],"words":144},"summary":{"main_subject":{"text":"Amends the Employee Retirement Income Security Act of 1974 so that a fiduciary of an employee stock ownership plan may rely in good faith on an independent valuation when determining the fair market value of certain assets under the law's definition of adequate consideration.","cites":[{"label":"Sec. 2","href":"https://www.congress.gov/bill/119th-congress/senate-bill/2403/text/enr#idd5f2b51d-b932-476f-8392-6136875cdd45:~:text=2.%20Amending%20adequate%20consideration%20definition"}]},"core_areas":["Fiduciary reliance on independent valuations for employee stock ownership plan assets under the definition of adequate consideration"],"what_it_does":[{"text":"Allows a fiduciary of an employee stock ownership plan to make a good faith reliance on a valuation from an independent valuation expert or business appraiser when determining the fair market value of an asset described in section 3(18)(A)(ii) of the Employee Retirement Income Security Act of 1974.","cite":{"label":"Sec. 2","href":"https://www.congress.gov/bill/119th-congress/senate-bill/2403/text/enr#idd5f2b51d-b932-476f-8392-6136875cdd45:~:text=2.%20Amending%20adequate%20consideration%20definition"}},{"text":"Applies this reliance only where the expert or appraiser has relied on the principles and methodologies in Internal Revenue Service Revenue Ruling 59–60, as amplified and modified by the Internal Revenue Service from time to time.","cite":{"label":"Sec. 2","href":"https://www.congress.gov/bill/119th-congress/senate-bill/2403/text/enr#idd5f2b51d-b932-476f-8392-6136875cdd45:~:text=2.%20Amending%20adequate%20consideration%20definition"}},{"text":"Provides that the new reliance provision does not prevent the Secretary from issuing regulations interpreting it under section 553 of title 5, United States Code.","cite":{"label":"Sec. 2","href":"https://www.congress.gov/bill/119th-congress/senate-bill/2403/text/enr#idd5f2b51d-b932-476f-8392-6136875cdd45:~:text=2.%20Amending%20adequate%20consideration%20definition"}},{"text":"Provides that the new reliance provision does not expand the Secretary's regulatory authority over the term \"adequate consideration\" beyond the authority available the day before enactment.","cite":{"label":"Sec. 2","href":"https://www.congress.gov/bill/119th-congress/senate-bill/2403/text/enr#idd5f2b51d-b932-476f-8392-6136875cdd45:~:text=2.%20Amending%20adequate%20consideration%20definition"}},{"text":"Provides that the new reliance provision does not modify a fiduciary's obligations under section 404 of the Employee Retirement Income Security Act of 1974.","cite":{"label":"Sec. 2","href":"https://www.congress.gov/bill/119th-congress/senate-bill/2403/text/enr#idd5f2b51d-b932-476f-8392-6136875cdd45:~:text=2.%20Amending%20adequate%20consideration%20definition"}},{"text":"Applies the amendments to valuation determinations made on or after the date of enactment.","cite":{"label":"Sec. 2","href":"https://www.congress.gov/bill/119th-congress/senate-bill/2403/text/enr#idd5f2b51d-b932-476f-8392-6136875cdd45:~:text=2.%20Amending%20adequate%20consideration%20definition"}}],"unexpected":[],"version":{"type":"Enrolled Bill","date":null,"rule":"enrolled","href":"https://www.congress.gov/bill/119th-congress/senate-bill/2403/text/enr"},"current":true,"model":"claude-sonnet-5-5","approved":"2026-10-12","approved_by":"checks"},"sources":{"congress_gov":"https://www.congress.gov/bill/119th-congress/senate-bill/2403","text":"https://www.congress.gov/bill/119th-congress/senate-bill/2403/text"},"card":{"image":"card/item/119-s-2403.png","v":"1a3c1ac02156","alt":"Votes on Record. S. 2403, 119th Congress: Retire through Ownership Act. House: 401 Yea, 14 Nay. Senate: unanimous consent. Outcome: Became law, 15 Oct 2026."}}