Restricted securities

Copyright © 2026 LexisNexis
Produced by a Tolley Personal Tax expert
Personal Tax
Guidance

Restricted securities

Copyright © 2026 LexisNexis
Produced by a Tolley Personal Tax expert
Personal Tax
Guidance
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Introduction

The application of the restricted securities legislation is complex. This guidance note summarises the key tax implications and looks at some of the practical issues for employers in analysing and handling the potential risks associated with the acquisition of restricted securities by employees and directors in private and unlisted public companies.

The definition of securities is found within ITEPA 2003, s 420. It includes, amongst other things, shares (the most common type of security issued in a private company and the focus of this guidance note), loan stock, warrants and units in a collective investment scheme.

Key considerations

When might the restricted securities regime apply?

The restricted securities regime is most likely to be relevant where a director or employee acquires shares at less than market value (disregarding any restrictions on the shares) that are subject to compulsory transfer arrangements. For example, the director / employee is required to sell the shares on leaving the employment for less than the market value at that time.

Restrictions are not limited to those contained in the company’s Articles of Association.

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  • 18 Dec 2025 12:01

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