Employment-Related Securities and Unlisted Companies

(Third Edition)

Ken Moody

• Publisher: Spiramus Press
• Year: 2017
• Topic: Law
• eBook ISBN:
  9781910151518
• Subtopic: Human Resource Management
• Index: Law

Written with private or unlisted companies in mind, this book gives a detailed explanation of how the employment related securities (ERS) rules in ITEPA 2003, Part 7 apply to employee share acquisitions. The vast majority of companies registered with Companies House are unlisted companies. OMB/SME owner-managers and their professional advisers need to be aware of the impact of the ERS rules, including both the pitfalls and the opportunities these rules present. Part 7 is complex and confusing but important legislation. This detailed commentary aims to provide its target audience with as complete a guide as possible to both the technicalities and the practicalities involved in a wide variety of circumstances. This book will be of importance to all shareholder-directors and employees of such companies, as well as a must-read for their professional advisers. Securities acquired under options Part 7 consists partly of anti-avoidance rules relating to shares and other securities acquired or disposed of under the above categories. The rest of the legislation is concerned mainly with the tax-advantaged securities option arrangements, but the major emphasis in this work is on the Enterprise Management Incentives (EMI) share option scheme. EMI options are of relevance mainly to unlisted companies due to the financial and other limits applicable. The book also explores employee share acquisitions through various means, the relevant capital gains tax rules, and corporation tax relief for employee share acquisitions. Basic share valuation methodology is discussed and, though PAYE and NICs do not apply generally to unlisted company shares/securities, they may apply where a market exists for the securities or on the occurrence of events related to ERS. Lastly, the compliance requirements with regard to online registration of schemes, annual returns, penalties, etc., are also featured. [Subject: UK Law, Tax Law]

Table of contents

• Contents
• Abbreviations
• Table of authorities
• 1 Introduction to taxation of ERS and related matters
• 2 Circumstances and (some) solutions
• 3 Definitions
• 4 Reporting and other compliance requirements (formerly Form 42)
• 5 Restricted Securities
• 6 Convertible securities
• 7 Securities with artificially depressed or enhanced market value & other tax charges
• 8 Securities acquired for less than market value
• 9 Securities disposed of for more than market value
• 10 Post-acquisition benefits from securities
• 11 University spin-out companies
• 12 Securities options
• 13 Enterprise management incentives
• 14 Company Share Option Plan
• 15 Capital gains tax and ERS
• 16 The corporation tax deduction
• 17 Employment-related securities and PAYE/NICs
• 18 Valuation of ERS and related issues
• 19 Internationally mobile employees
• Appendix 1:Flowchart for the operation of PAYE
• Index