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HMRC internal manual

Employee Tax Advantaged Share Scheme User Manual

Schedule 2 share incentive plan (SIP): Shares that may be awarded: Fully paid up shares

It should be clear from the company’s Articles of Association, whether the shares to be used as eligible shares are fully paid up and not redeemable (paragraph 28(1)(a) and (b)). “Fully paid-up” means that an amount at least equivalent to the nominal value of the shares was added to the capital of the company when the shares were issued. This capital amount will normally have been paid (or provided in some other equivalent form – for example, shares in another company) by the subscriber. By contrast, shares are partly-paid (i.e. not fully paid-up) if all or part of the subscription price is outstanding. The outstanding amount may be subject to one or more calls (collection by the company) at fixed times or at the discretion of the company according to the terms on which the shares were issued.

Some US corporations do not have shares with a specific par value, but merely issue shares at a price reflecting the value placed on them from time to time. The shares to be used as eligible shares should rank equally in all respects with other shares of the same class and there should be no further calls outstanding, nor should it be possible for further calls to be made in respect of them.