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HMRC internal manual

Capital Gains Manual

Roll-over relief on transfer of shares to Share Incentive Plan

To qualify for relief, the disposal must be of shares or interests in shares that are:

  • not listed on a recognised stock exchange
  • not shares in a company under the control of another company whose shares are listed on a recognised stock exchange; and
  • satisfy the requirements in ITEPA03/SCH2.

To satisfy the requirements in ITEPA03/SCH2 the shares must be:

  • ordinary share capital of:

    • a company which is not under the control of another company and is not an “employer company”. An “employer company” is one whose business is substantially the provision of the services of its employees to businesses, including partnerships, which control the company, or to associated companies; and
    • the company that established the Share Incentive Plan, or of a company controlling it, or of a consortium member owning the company or its parent
  • fully paid up
  • non-redeemable (except for shares in a workers’ co-operative); and
  • broadly not subject to any restrictions, other than those affecting all the ordinary shares in the company, or those involving voting or pre-emption rights.