AAB encouraged us to submit an R&D tax relief claim. The team clearly understand the process to allow that to happen and were tremendous assistance in facilitating our submissions.
Adrian Smith, Scotia Instrumentation Limited
Employee Share Schemes
Employee share schemes are an effective way for attracting, motivating, and retaining key employees. We’ll advise you on appropriate schemes, help set them up and ensure you and your employees are clear on the tax aspects.
GUIDING YOU THROUGH THE CHOICES
Employee share schemes, which give equity to potential and existing key talent, can be very effective incentives. They need to be restricted to the people you value most (or perhaps could otherwise not afford) to avoid giving away too much equity away and diluting your shares. There’s a range of different schemes and the various tax treatments can be complex, hence the need for specialist advice before you make your decision.
Share schemes can be used for employees or if you need to tempt consultants or advisors to collaborate on your projects. Not all schemes will be suitable for both these purposes or for your company; we can talk you through the differences. Schemes can award Ordinary shares straight away or as Options to be exercised later (at a significant event or at exit). Options have qualifying criteria, so we’ll need to check that your company can offer them.
CONSIDERING THE TAX ASPECT
Ordinary Shares and Share Options have their pros and cons. Ordinary Shares are taxable when they are awarded, which can deter some people, but on the plus side they will have voting rights and be entitled to dividends. With Share Options, tax is not usually paid until the option is exercised.
There are also Approved and Unapproved Schemes. Approved Schemes offer more tax advantages but both employers and employees must qualify; Unapproved Schemes are more flexible.
Tax on shares and options through employee share schemes is advantageously low; one of the key reasons for their appeal. Capital Gains Tax (CGT) is paid when ordinary shares are awarded, when options are exercised, and on all shares when they are sold.
All this may already be sounding complex, but don’t worry, we will make it all clear and suggest what’s best for you.
HMRC APPROVED SCHEMES
Schemes, Incentives and Plans:
The HMRC approved share schemes are EMI, CSOP, SIPs and SAYE (described below)
Company Share Option Plans (CSOP)
These tend to be used by larger organisations that don’t qualify for the EMI scheme. They are less attractive, as options are granted at market value, the employee must hold the shares for at least three years to avoid income tax on any gains and they are limited to £30,000 of options.
Share Incentive Plan (SIPs). These include:
- Free Shares, where you can give employees up to £3,600 worth of free shares per tax year.
- Partnership Shares, which allow employees to buy an extra £1,800 of shares or the equivalent of 10% of their gross salary (whichever is less) each year.
- Matching Shares, where you can give up to two matching shares for each share the employee buys.
- Dividend shares, where employees can buy more shares using dividends from their Free, Partnership and Matching shares, if permitted by your scheme.
Save as you earn (SAYE)
A scheme allowing employees to save up to £500 per month for three to five years, then on completing the plan they receive a tax-free bonus and can use the savings to buy shares at a fixed price.
There’s no tax on the bonus or interest, and no Income Tax or NIC on any gains made on the shares.
UNAPPROVED SCHEMES: GROWTH SHARES AND MORE
Unapproved options are more flexible, as no HMRC approvals are involved in choosing qualifying employees or the value of shares they receive. You should be able to claim a deduction against corporation tax for an employee’s financial gain when they exercise their options. These schemes are less tax-efficient for employees than Approved options.
Growth Shares UK
Designed to incentivise employees to help grow your company, but they only benefit if performance passes a pre-set threshold. If shares are acquired at market value employees should not pay income tax or NIC on them and 10% Entrepreneur’s Relief on CGT can be available on disposal. These count as a new class of shares, requiring changes to your Articles of Association.
Joint Share Option Plans
Benefits for the employee are similar to Growth shares, but the shares are held in an Employee Benefit Trust and split into Growth interest and Capital interest.
Employees acquire growth interest at market value and the shares crystallise at a time specified in the plan. Tax efficient and low risk for employees, but can be complex and expensive to set up and administer.
Share Valuation
Whichever scheme you choose, it will be necessary to set a value on your shares. This is easy enough for listed companies, but as a private company it becomes more complex, with a variety of different methods available.
One example is to compare your company with several listed companies of similar size, age, growth and market sector, taking an average of their figures across a range of key metrics. These will concern costs, capital, cash flow, earnings, debt to equity ratio and more. Expert interpretation of all these figures is essential, so we suggest you talk to us as soon as possible, to work out a share valuation.
THE EMI OPTION SCHEME
The most popular Share Option is the EMI (Enterprise Management Incentive) scheme. It’s only available to employees spending 75% of their working time for your company. Beyond that, however, it’s reasonably flexible with attractive tax rates and you can grant an employee up to £250,000 of options.
The EMI Option Scheme is intended for independent developing companies permanently established in the UK, with gross assets up to £30m and fewer than 250 employees. You must be substantially trading in a qualifying industry. There are some activities that companies work in that are excluded from EMIs. Excluded activities are banking, farming, property development, provision of legal services, and ship building. Employees will only pay income tax at exercise on the value of the shares when they were awarded, and the shares will be subject to a lower rate of CGT of just 10%. Subject to certain conditions, there’s also no tax or NIC cost for employers, and they can benefit from corporation tax relief on employees’ sales of shares.
-
-
We were delighted to have the support from our Corporate Finance partner AAB on the largest acquisition the Donaldson Group has completed to date. The collaborative support, drive and expert advice from AAB enabled us to complete the acquisition.
Arlene Cairns, James Donaldson & Sons
-
The secondment support provided by AAB helped us streamline our accounting processes and enabled us to produce automated management reports from our accounting software. We have seen real benefits in the quality and timeliness of our information.
Charlie Parker, John Lawrie Group
-
When Circular Group was still a young start-up, AAB helped us integrate Xero into our business at a crucial time. Despite the challenges of lockdown, the AAB team delivered expert advice and demonstrations that made the transition simple and effective. Their ongoing support and knowledge of Xero have been critical to our exponential growth. Having a reliable, easy-to-use system, coupled with AAB’s proactive guidance, has allowed us to streamline operations, stay organised, and monitor our performance closely. Their expertise continues to open up new capabilities for our business, and we see them as an extension of our team.
Eoin Heron, Director, Circular Group Ltd
-
The past few years have been transformative for our business, and AAB has been by our side throughout. Their approachable and skilled team provided much-needed expertise during a period of strategic change, helping us stabilise, increase profitability, and decrease borrowings. Beyond numbers, they’ve contributed to broader practice management, succession planning, and structural decisions. We’ve achieved significant growth thanks to their insight and support. With AAB as our trusted partner, we’re confident in achieving our ambitious goals and wholeheartedly recommend their services to others.
Neil Wilson, Managing Partner, Chadwick Lawrence Solicitors
Latest insights
Blog
18 June 2026
- Business Advisory
Why HMRC investigates SME businesses: 5 key triggers
For most business owners, a tax investigation is high on the list of things they’d rather…
Blog
17 June 2026
- Business Advisory
Companies House changes – everything businesses need to know
Companies House has confirmed that its latest package of reforms will come into effect from April…
Blog
12 June 2026
- Business Advisory
AI in accounting: Empowering teams, not replacing them
AI in accounting is moving fast. Not “robots are coming for your job” fast. More “why…
Our Awards
Getting you the right support
We help businesses at every stage of their lifecycle manage their people and finances, using technical innovation to maximise efficiency and value. We serve a global portfolio of SME and large corporate clients across twelve key sectors.
Specialist support is also available for family businesses and individuals. Our passionate team is our greatest strength, operating with a culture driven by a genuine commitment to client success. AAB operates from offices in the UK, Ireland, and Internationally.
Contact Our Specialists
How can we help? Share a few details and we’ll get back to you within one working day.
