Don’t miss the 6 July 2024 deadline to file your annual share plan returns

April 23, 2024

An annual return needs to be submitted by all companies which have an active employee share plan registered with HMRC. This includes tax-advantaged share plans such as EMI, CSOP, SAYE and SIP as well as any non-tax advantaged plans or arrangements such as unapproved options, conditional share awards (or restricted stock units), growth share plans etc. A separate return is needed for each share plan registered with HMRC.

For the tax year 2023/24, the deadline for submission of the share plan returns is 6 July 2024.

HMRC will not send any reminders. Late filing will result in penalties.

The return must cover all ‘reportable events’ that have taken place in the last tax year (6th April to 5th April) in relation to each employee share plan. ‘Reportable events’ include:

  • the grant, exercise, cancellation, lapse or release of options;
  • the grant, vesting, assignment or release of other share awards like conditional share awards or restricted stock units;
  • the grant of SIP awards and SIP shares ceasing to be subject to the SIP;
  • post-acquisition chargeable events in relation to restricted securities;
  • post-acquisition benefits received in relation to convertible securities;
  • other post-acquisition benefits received in relation to employment-related securities;
  • discharges of notional loans;
  • artificial enhancements of market value of employment-related securities;
  • employment-related securities sold for more than market value.

If no ‘reportable event’ has occurred in the last year, a ‘nil return’ is still required to be filed.

Please take screenshots of every stage of your end of year reporting, for your records.

For CSOPs and SAYE option plans, if there has been an amendment of a key feature or adjustments have been made to options following a variation of share capital during the tax year, the annual return must be accompanied by a declaration confirming that the amendment (and/or the adjustment to the options) has not caused the plan to cease to meet the requirements of the relevant legislation. Similarly, for SIPs, an amendment to a key feature of the SIP (or the SIP trust) must be accompanied by a declaration confirming that the adjustments have not caused the SIP to cease to meet the requirements of the SIP legislation.

If there are no existing options/awards in issue and no further options/awards are likely to be granted under the plan in the future, a company should consider closing the plan down on-line as this would reduce the administrative burden and avoid financial penalties for non-compliance.

The returns will need to be filed by using the plan’s unique reference number.  HMRC has provided templates for uploading data for CSOP, SIP and SAYE option scheme annual returns which can be found here.

HMRC has published guidance on completing the online return templates for non-tax-advantaged arrangements.

Finally, prior to submission, files should be checked for formatting errors through:

The submission of annual returns can either be carried out by the company directly or by an agent appointed by the company to act on its behalf.

Change in the deadline for EMI notification

There is a new deadline for notifying the grant of the EMI Option to HMRC for options granted on or after 6 April 2024. The new deadline is 6 July following the end of the tax year (previously, 92 days from the date of grant). HMRC has confirmed that the notification for the grant of EMI Options can be made earlier.

For further information, please contact JD Ghosh or Stuart James or Paul Norris.

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