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HMRC internal manual

Capital Gains Manual

Roll-over relief on transfer of shares to an Share Incentive Plan: the conditions for the relief

There are various conditions which must be satisfied before any relief is due. These are set out below and you will find more information in the guidance referred to. To qualify for relief:

  • the person disposing of the shares cannot be a company
  • the disposal must be to the trustees of an approved Share Incentive Plan
  • the disposal must be of unlisted shares that may be held in an approved Share Incentive Plan, see CG61973 
  • the trustees must have a minimum stake of 10% in the company in a specified period, see CG61974 
  • there must be no arrangements under which the vendor can reacquire any of the shares, except as a participant in the approved Share Incentive Plan, see CG61975.
  • the person disposing of the shares must acquire replacement assets, see CG61976, within a specified period, see CG61977.

An approved Share Incentive Plan is a plan within ITEPA03/SCH2. If you have not already been told that a plan is an approved Share Incentive Plan, you should contact Specialist Personal Tax, Employee Share & Securities Unit (ESSU), Room 53, 100 Parliament Street, London, SW1A 2BQ, before agreeing that any relief is due.