Minutes of the Annual Technical Meeting of the Share Plan Lawyers with HMRC on 16 January 2013

Minutes of the Annual Technical meeting of the SPL with HMRC on 16 January 2013. Matters covered include:

  • the roles and responsibilities of the HMRC representatives attending the meeting and three areas of ongoing work on which SPL feedback would be particularly welcomed by HMRC: (1) the consultation on HMRC approved plans; (2) the relevance of Chapter 4A, Part 7, ITEPA 2003 (research institutions and spin out companies; and (3) driving out grey areas in relation to HMRC approved plans in preparation for self-certification;
  • EMI qualifying companies and UK permanent establishments;
  • Parallel options and EMI limits;
  • Full time equivalent employees and non-executive directors;
  • EMI options – time limits for HMRC notice of enquiry;
  • Schedule 7D, TCGA 1992 – impact on EMI participants in the event of a rights issue;
  • surrender and regrant of EMI options and requirement to notify HMRC;
  • Valuation of shares for EMI limits;
  • EBTs – agreement by trustees to meet employer’s NICs;
  • EBTs – tax on receipt of dividend income;
  • Disguised remuneration and IR35;
  • Disguised remuneration – interaction with EMIs and other approved share plans;
  • CSOPs and s.431 elections;
  • CSOPs and waiver of performance conditions;
  • CSOPs – good leavers and discretion;
  • CSOPs – amendments to plan rules;
  • CSOPs – amendments to existing options;
  • CSOPs – demergers and “sweep up” provisions in Articles;
  • Recovery of employer’s NICs from employees;
  • Proposed amendments in Finance Bill 2013 on the legislation relating to HMRC approved plans;
  • s.222 charge – making good and indemnity from employee in plan rules; and
  • SIPs – distributions on termination of SIP.


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Keywords: Amending Plan Rules, CGT, CSOP, Demerger, Discretion, Disguised Remuneration, Dividend income, EBT, EMI, EMI qualifying company, Employer's NICs, Good Leaver, HMRC compliant plans, IR35, Material change, NICs, Non-executive directors, Parallel options, PAYE, Performance condition, Permanent Establishment, Plan limits, Restricted securities, s.222 charge, s.431 elections, Self-certification, Share valuation, SIP, Taper relief
Categories: Document archive, HMRC meetings