Share and share alike when taxing RCAs

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Share and share alike when taxing RCAs

Q: If an employee has acquired shares by reason of his or her employment, the question that is most often asked is: “how then are these shares taxed?"

In principle there is a straightforward answer. It depends if the shares in question are readily convertible assets (RCAs). If so, then tax and national insurance (employer and employee) must be charged via payroll of the employing company. If they are not RCAs, then only tax (no NICs for employer or employee) is charged via the self-assessment tax return, where it will be entered onto the additional information pages.

Therefore, now we simply need to decide whether the shares are RCAs.

Readily convertible assets

The underlying legislation for this is section 702 ITEPA 2003. This essentially classifies shares as readily convertible in three different situations:

•    If the shares are quoted on a recognised exchange.

•    If at the time the shares are acquired there are trading arrangements in place or likely to come into place for sale of the shares.

•    If the shares are not eligible for corporation tax relief under Pt 12, CTA 2009, then they will be treated as RCA.

The first two of these situations are largely self-explanatory, but the third is more obscure. 

Corporation tax relief for employee shares – Pt 12, CTA 2009

Statutory relief may be available, giving a corporation tax deduction for companies making awards of shares to their employees, but as one might expect, there are several conditions attached.

The shares or options may be acquired by a person by virtue of his, or another person’s employment. The deduction can therefore apply where qualifying shares are provided to persons who are not employees, if they acquire the shares by virtue of someone’s employment. This can include shares acquired by ex-employees and relatives of current employees.

There are several conditions, with the main ones being:

•    They must be shares in the employing company or the parent of the employing company.

•    They must be shares in a quoted company or a subsidiary of a quoted company, or otherwise shares in a company that is not a subsidiary of any company.

•    The shares must be ordinary shares, fully paid up and not redeemable (note that the shares could be readily convertible assets and the corporation tax relief is still available).

•    Where shares are awarded, the employee must be subject to tax in respect of the award, or would be if, at the material times, he or she had been resident, and ordinarily resident, and the duties had been performed in the UK.