The main aim of this work is to provide comprehensive analysis of the Employment Related Securities (ERS) legislation at ITEPA 2003, Part 7, drawing on the legislation itself, HMRC guidance and the author's own thoughts and experience. The focus is on unlisted companies though the commentary is relevant to awards of ERS and ERS options in general.
Chapters 2 to 4 of Part 7 are principally anti-avoidance legislation applying to:
- 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
Chapter 5 of Part 7 concerns ERS options, while the rest of Part 7 mostly contains the detailed rules relating to awards of shares and share options under the tax-advantaged employee share schemes: SIPs, SAYE options, CSOP and EMI.
A chapter of this work is devoted to each chapter of Part 7, again with the emphasis on unlisted companies where for example the restricted securities rules at Chapter 2 are highly relevant. Of the tax-advantaged share schemes, EMI (Enterprise Management Incentives) in Chapter 5, is mainly used by unlisted companies due to the financial and other limits applicable. Major coverage is therefore given to those chapters of Part 7.
However, this work would not be complete without also analysing other tax legislation relevant to ERS and ERS options in general, including:
- ERS as general earnings for income tax purposes
- The capital gains rules relevant to ERS and ERS options
- The corporation tax deduction for acquisitions of ERS
- PAYE and NICs aspects
Additional chapters of this work therefore cover those areas in some detail. A review of the decisions of the tax tribunals and courts concerning arrangements or 'schemes', aimed at avoidance of income tax and NICs involving ERS, also seems on-topic and merits a chapter of its own.
Part 7 is in parts complex and confusing legislation, but some understanding of which is essential for professionals advising companies of any size. The detailed commentary in this work aims to provide its target audience with as complete a guide as possible to both the technicalities and the practicalities involved in both the interpretation and the application of the ERS rules.
About the Author
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.