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Employee Share Schemes for SMEs

Empower Your Team with Employee Share Schemes

Imagine a workplace where your team is motivated, productive, and committed to the success of your business. This is the power of Employee Share Schemes (ESS) for start-ups and Small to Medium-sized Enterprises (SMEs). By offering equity as part of the compensation package, you can attract and retain skilled staff, whether key employees, non-employees, or part of your international team.

Research shows that start-ups and SMEs with ESS experience lower employee turnover, higher sales, increased productivity, and growth. This is because ESS inspires your team to perform to the best of their abilities, knowing they have a stake in the company’s success.

Three schemes best suited for start-ups and SMEs are Enterprise Management Incentives (EMI) Options, Unapproved Options, and Growth Shares. These schemes offer key employees the opportunity to purchase shares or share options, allowing them to benefit from their company’s growth alongside the owners.

Key Benefits of Employee Share Schemes (ESS):

Attract and Retain Key Employees:

The significant tax advantages make ESS highly attractive to employers and employees.

Ability to Select Key Recipients:

Depending on the scheme, SMEs can use it for key staff, non-employees, or international teams.

Ability to Set Terms and Conditions:

The employer can set conditions for each recipient, including performance and length of service milestones.

Encourages Goal Congruence:

This unique benefit can be a powerful motivator, especially when paired with the usual salary package.

Support Business Growth:

The overall business performance will affect the performance of the employee shares.

Invest in your team and your business with Employee Share Schemes.

Employee Share Schemes:

Enterprise Management Incentives (EMI) is a powerful tool for Small to Medium-sized Enterprises (SMEs) in the UK. This government-backed employee share option scheme allows you to grant your employees the right to acquire shares at a future date, providing a highly tax-efficient way to reward and retain your top talent, including full-time directors.

With the flexibility to grant EMI options over Growth Shares, this scheme is perfect for SMEs looking to share equity with their employees. But, to qualify, your company must meet specific criteria, including having gross assets of £30 million or less, not granting share options of a value higher than £250,000 per employee in a 3-year period, having no more than 250 employees, and can’t be granted to subsidiaries and specific activities, including property development, legal or financial services.

The benefits of EMI options are clear:

  • Best Tax-Efficient Employee Share Scheme: EMI qualifies for Business Assets Disposal Relief (BADR), reducing Capital Gains Tax (CGT) to a 18% flat rate rather than CGT at 24% or PAYE/NI up to 60%.
  • Corporation Tax Relief: The company can claim relief on the financial gain of the employee when the employee sells the shares back to the company.
  • Select Key Staff: You can select only key staff and set conditions for each recipient, including performance and length of service milestones.

However, there are some limitations to keep in mind:

  • Strict Eligibility Criteria: Your company must meet the qualification criteria to be eligible for the scheme.
  • Pre-Company Valuation Agreement: You must agree on a valuation with HMRC before setting up the scheme.
  • Ongoing Administration: The scheme can be complex to set up and requires ongoing administration.

Invest in your team and unlock their potential with EMI options.

Growth Shares offer a powerful incentive for businesses where an EMI scheme isn’t an option. With this scheme, your company can issue a special class of shares to a wide range of recipients, including investors, non-employees, employees, and full-time directors.

Growth Shares don’t give recipients a stake in the company’s pre-existing value. Instead, they allow recipients to share in the company’s future growth while protecting the accumulated value for existing shareholders.

When issued, Growth Shares are valued at the ‘hurdle rate’, meaning their initial value is zero. As the company grows, the value of the shares increases, providing a tangible reward for the recipient’s contributions.

Why Choose Growth Shares?

  • Available to all industries and companies, with no restrictions like the EMI option.
  • Can include a large pool of recipients, including investors and non-employees.
  • Offers tax advantages, with no income tax due when the shares are received and only Capital Gains Tax (CGT) due on any gains when sold.
  • Allows for customised conditions for each recipient, including performance and length of service milestones.


Things to Consider

  • Can be complex to set up and administer and may incur additional costs.
  • Requires ongoing valuations.
  • HMRC may dispute your valuation, leading to potential tax implications.

With Growth Shares, you can unlock the potential of your business and provide a powerful incentive for growth.

Unapproved options are share options that fall outside the requirements of HMRC-approved share option schemes. While they don’t offer the same tax advantages as approved schemes, they provide a valuable option for non-UK-based staff, making them the perfect choice for international teams.


Why Choose Unapproved Options?

  • Pay Capital Gains Tax on the gain from the sale of shares.
  • Corporation Tax relief for the company on the financial gain of the employee when the employee sells the shares back to the company.
  • Ideal for non-UK-based staff, with the ability to set customised conditions for each recipient, including performance and length of service milestones.

     

Things to Consider

  • Income tax is due on shares generated through exercising the option.
  • Can be complex to set up and administer, with potential for higher administrative and legal costs.

With Unapproved Options, you can empower your international team and provide a flexible incentive for growth.

EMI options, Growth Shares and Unapproved Options stacked:

 

EMI Options

Growth Shares

Unapproved Options

Tax Efficiency Scheme Ranking for SMEs#1#2#3
Recipient eligibilityEmployees and full-time directorsInvestors/employees/directors and non-employees (non-execs, consultants and advisors)All plus Non-UK based employees (cross-border)
Ability to select key recipientsYesYesYes
Ability to set terms and conditions (T&Cs)Yes
Examples:
Can set performance targets per recipient and company milestones
Can set length of service
It can be restricted to company buyback of the shares only.
Yes
Examples:
Can set performance targets per recipient and company milestones
Can set length of service
It can be restricted to company buyback of the shares only.
Yes
Examples:
Can set performance targets per recipient and company milestones
Can set length of service
It can be restricted to company buyback of the shares only.
A special class of sharesYesYesYes
Shares Issued immediatelyOptions are converted to shares when T&Cs are metYes, and additional shares can be released over time according to T&CsOptions are converted to shares when T&Cs are met
Max pax share issueLimited to companies of no more than 250 peopleUnlimitedUnlimited
Can be held for an unlimited time

Options must be exercised within ten years.

After exercise, shares can be held for unlimited

Yes

Options have no time limit

After exercise, shares can be held for unlimited

Share rights votingNo rights at the option stage. Can set no rights at the share stageCan set to have rights, limited rights or no rightsNo rights at the option stage. Can set no rights at the share stage
Share rights dividendsNo rights at the option stage. Can set no rights at the share stageCan set to have rights or no rightsNo rights at the option stage. Can set no rights at the share stage
HMRC-backed employee share schemeYesNoNo
Corp Tax relief for employer buyback sharesYes
Relief on the financial gain of the recipient
NoYes
Relief on the financial gain of the recipient
Income tax for the recipient when shares are received/options exercisedNo
As long as the exercised price is at pre-agreed market value with HMRC
NoYes
Capital Gains Tax on recipients selling their sharesYes
Flat rate at 18%
As long as options/shares are held for at least 24 months from the grant date
Yes
Up to 24%
Yes
Up to 24%

Maximise Your Equity Distribution with a Tailored Approach

While EMI schemes are often the preferred choice for SMEs due to their substantial tax advantages and flexibility, combining different schemes such as EMI with Growth Shares and/or Unapproved Options can provide a comprehensive approach to equity distribution. This tailored approach caters to the diverse needs within your company, ensuring that everyone has the opportunity to share in its success.

How we can help

At Grieve & Lombard, we specialise in helping businesses like yours determine the best-fit scheme or combination of schemes to maximise your equity distribution. Our team of experts can assist with the setup, rollout, and administrative duties, ensuring a smooth and seamless process.

Explore the links below to learn more about our services and how we can help you achieve your objectives. Or, contact us directly to discuss how our tailored solutions can provide unique benefits for you and your business.

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