Employment-related securities: essentials for employment lawyers
Employment-related securities: essentials for employment lawyers

The following Employment guidance note provides comprehensive and up to date legal information covering:

  • Employment-related securities: essentials for employment lawyers
  • Employment-related securities defined
  • The general earnings charge on acquisition
  • Notional payments not made good—the section 222 charge
  • Restricted securities and joint elections
  • Convertible securities
  • Securities acquired for less than market value and/or disposed of for more than market value
  • Subsequent chargeable events involving employment-related securities
  • Securities options
  • PAYE and NICs
  • more

Various income tax and national insurance contributions (NICs) charges can arise for an employee or director in relation to the acquisition, ownership or disposal of employment-related securities. Associated PAYE and NICs obligations can also arise for the employing company.

NB: This practice note gives only a general overview (aimed at employment lawyers) of the main principles of the relevant legislation. It is not intended as comprehensive or definitive guidance on that legislation and further specialist tax advice should always be sought.

Employment-related securities defined

A security (which includes shares, debt, derivatives and interests in investment partnerships) will be an employment-related security where the right or opportunity to acquire the securities (or interest in securities) is:

  1. available by reason of an employment of the person acquiring the securities (or interest) or any other person, or

  2. made available by a person's employer (or a person connected with a person's employer) (the deeming provision) unless such right or opportunity is made available:

    1. by an individual, and

    2. in the normal course of the domestic, family or personal relationships of that individual

For these purposes, employment includes a former, current and prospective employment.

The rules on employment-related securities apply very broadly because of the deeming provision. It means that the employment-related securities rules must be considered whenever shares are acquired in the employing company or a connected