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What is a Company Share Option Plan (CSOP)?

An outline of the tax benefits and requirements for a CSOP.

What is a CSOP?

A CSOP is a tax-advantaged option scheme under which a company may grant options to any employee or full-time director to acquire shares at an exercise price that must not be less than the market value* of the shares on the grant date. 

What are the eligibility requirements for a CSOP?

Companies

Options cannot be granted by a company controlled by another company unless they are listed on a recognised stock exchange.

Individuals

Options are granted on a discretionary basis to any employee or full-time director of the establishing company.

Options are not available to individuals with a material interest in said company (over 30%). 

The maximum value of shares over which a participant may hold CSOP options is £30,000. The limit is calculated using the market value of the shares on the grant date. 

Share type

Options can only be granted over fully paid, non-redeemable ordinary shares.

Exercise Price

Options must be granted at an exercise price that is higher than the market value of the shares on the grant date. If the shares are listed on the London or New York Stock Exchange, HMRC accepts that the market value will be the mid-market closing price on the grant date. If the shares are not listed on either of these exchanges, the market value must be agreed with HMRC before the options are granted.

What is the tax treatment for a CSOP?

The recipient is exempt from Income Tax and National Insurance, provided they do not exercise their option for at least three years — but within 10 years — of the grant date. Their only tax liability is Capital Gains Tax (CGT) which will be charged at the point when they sell their shares. 

Recipients benefit from a CGT annual exemption and thereafter gains are subject to CGT at the top rate of 20%. 

If the recipient exercises within three years of the grant, they’ll still benefit from this Income Tax and National Insurance exemption provided: 

  1. They’re exercised within 6 months of cessation of employment for certain ‘good leaver’ reasons (injury, disability, redundancy, retirement, or the transfer of the company that employs the participant out of the group or a transfer of employment on the sale of a business out of the group). 
  2. They’re exercised by the recipient’s personal representatives within 12 months of death.
  3. They’re exercised within 6 months of certain cash takeovers. 

What are the filing requirements for a CSOP?

Your CSOP needs to be registered with HMRC on or before 6 July following the tax year in which the options are first granted via HMRC’s ERS online service. When the plan is first registered the company must declare the CSOP meets the conditions of Schedule 4 ITEPA 2003.

Can I administer a CSOP on the Vestd platform?

Yes, absolutely. Although we don’t provide the templates or documentation to grant new CSOPs, we can digitise existing agreements and administer them through the platform. Please contact support@vestd.com if this is something you’d like to do. Alternatively, our standard unapproved options agreements can be tweaked by your lawyers to fit CSOP requirements. 


*Market value is defined in paragraph 36(1) as having the same meaning as in Part VIII Taxation of Chargeable Gains Act (TCGA) 1992. In short, this means the price assets might reasonably be expected to fetch on a sale in the open market.


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