Share scheme registrations & annual compliance

UK employers have an annual obligation to disclose certain shares or securities transactions that occurred during the tax year involving their employees and directors.

This is reported via an online annual tax information return. Penalties are incurred for late submissions.

Her Majesty’s Revenue and Customs (HMRC) require that employers file an annual report capturing any employment related securities schemes or arrangements that have taken place in the tax year ended 5 April. There are a number of transactions that a firm might need to report. These include:

• When an employee or director acquires company shares in the employer company, or any company connected to this, such as the ultimate parent company whether UK or offshore.
• When an employee or director acquires shares in a fund (or a Limited Partnership (LP) fund interest) on terms that are subject to restrictions, forfeiture or that were not made available to any third party.
• When an employee or director is granted or exercises options, or is granted or has converted any vesting rights.
• When shares are disposed of for more than their market value.
• Any action that increases the value of shares (e.g. removal of restrictions or forfeiture rights, including at time of outright sale).

The reporting is made via an online submission to HMRC and must be completed by 6 July every year. If an employer has not previously made an online submission, they must register with HMRC online. Employers who have made past online submissions will be required to complete a submission even if no relevant transactions took place during that tax year.

How we can help

Centralis Governance, Risk & Compliance can help you to identify where you may have an obligation to report to HMRC and then assist in the completion and submission of your annual ERS returns. We aim to keep the burden on you as small as possible in this process.