Employment-Related Securities and Unlisted Companies

Overview

Employment-Related Securities and Unlisted Companies is written with mainly private or unlisted companies in mind and explains in depth how the employment related securities ('ERS') rules in ITEPA 2003, Part 7 apply to employee share acquisitions generally, including:

• Securities as earnings
• Restricted or convertible securities
• Securities acquired for less than market value
• Securities disposed of for more than their market value
• Post-acquisition benefits connected with securities
• 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, though 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.

The vast majority of companies registered with Companies House are unlisted companies and OMB/SME owner-managers and their professional advisers need to be aware of the impact of the ERS rules and of both the pitfalls and the opportunities presented. Part 7 is complex and confusing but important legislation. The detailed commentary provided here 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.

There is no other publication of its type which deals with the ERS rules in depth and, as explained, this is a subject which all company owner-managers and their advisers need to be informed about.

Author Biography

Ken Moody has been in tax for over 30 years and has experience over a wide range of direct tax issues. After a brief spell with HM Revenue and Customs he qualified as a Chartered Tax Adviser with a local Sheffield firm of Chartered Accountants. He subsequently joined a top 30 independent firm of Chartered Accountants in London where he managed the corporation tax affairs of a household name quoted group, before moving to a similar role with Saffery Champness. Returning to his northern roots, Ken has, for the last 15 years mainly specialised in the tax affairs of owner-managed businesses, during which time he has written numerous articles for professional journals and other published material. He has been closely associated with the ERS rules since the current legislation was introduced in 2003 and has written articles for Taxation magazine and produced other guides on the topic which he has now developed into the current work. Ken is an independent tax consultant.