Evan L. Rhodes: The S-ESOP should only be considered by business owners who have a profitable business, have more than ten employees, want to keep the business going, and keenly understand the difference between ownership and control. In general, professional corporations that require the shareholder to be licensed in that industry, such as medical and legal professions, cannot become an ESOP. When properly designed, the S-Corp ESOP can help lower taxes, increase cash flow, motivate employees and best of all, fund your exit.