unapproved share options

What are unapproved / non-tax advantaged share option schemes and how are they used?

An unapproved share option scheme (which is now increasingly referred to as a non-tax advantaged share option scheme) provides the right, but not obligation to acquire a given number of shares from a company at a future date for a fixed price.

For the purposes of this article, we will continue to refer to these schemes as “unapproved” schemes because this is how many people still refer to them. Many industrial professionals, however, have adopted the term “non-tax advantaged” in place of “unapproved”.

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How to manage both EMI and unapproved share options on a company sale/exit

When your company goes under the due diligence spotlight, an aspect that will be under intense scrutiny will be any form of share options/awards scheme. It is imperative that your company has met the HMRC standards in relation to these schemes, so as not to delay or adversely impact the sale of the company. This is because if a problem has been found then the time taken to correct the error with HMRC will likely be greater than the time span of the sale and with the added detriment that there is unlikely to be a tax-efficient solution and you can find that your buyer wants to escrow sale proceeds or obtain specific indemnities to protect against any uncertain tax costs for the company.

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