Geared growth arrangements ― where are we now?

Produced by Tolley in association with Karen Cooper of CooperCavendish LLP

The following Employment Tax guidance note Produced by Tolley in association with Karen Cooper of CooperCavendish LLP provides comprehensive and up to date tax information covering:

  • Geared growth arrangements ― where are we now?
  • Joint share ownership plans (JSOPs)
  • Growth / flowering / freezer / hurdle schemes
  • Anti-avoidance through tax-advantaged CSOP
  • Partly paid / deferred payment schemes

Geared growth arrangements ― where are we now?

There are anumber of equity schemes which companies offer to their staff to drive performance and to reward loyalty which are not government-supported. These are known by avariety of names, including: growth, flowering or freezer schemes and joint ownership arrangements. In the main they are used to deliver equity in away which falls within the capital gains tax (CGT) regime rather than participants being subject to higher rates of income tax and National Insurance contributions (NICs).

Very often companies will look to implement these types of scheme where traditional tax-advantaged employee share plans such as Enterprise Management Incentive schemes (EMI) or Company Share Option Schemes (CSOP) are not available. For example companies may be too large to offer EMI (because they have more than 250 employees (on agroup basis)) or have balance sheet assets in excess of £30m. With CSOP, whilst there is no longer any prior approvals process with HMRC, the need for companies to meet various tests in relation to both their share capital and the design of the scheme, coupled with the relatively modest limit of £30,000 of shares under CSOP option, may act as adeterrent.

These alternative schemes have come under HMRC scrutiny as part of the drive to curb anti-avoidance in relation to employee reward. In June 2010 the coalition government announced that arrangements involving geared growth would be subject to consultation and possibly anti-avoidance legislation, although this process has currently been deferred and appears to have been shelved indefinitely.

Joint share ownership plans (JSOPs)

This type of scheme can be operated by private or listed companies and their key features are as follows:

  1. employees acquire an interest in afixed number of shares that are then held jointly with the trustee of an offshore EBT

  2. the trustee holds the legal title to the shares and both parties have abeneficial interest in the jointly held shares

  3. the EBT is entitled

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