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HMRC internal manual

Employee Tax Advantaged Share Scheme User Manual

HM Revenue & Customs
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Schedule 2 share incentive plan (SIP): Supplementary and defined terms: Minor definitions

Paragraph 99 provides the following “minor definitions”:

Articles of association – includes any other written agreement between the shareholders of a company;

Company – A body corporate;

Forfeiture, provision for – means a provision (whether of the plan or otherwise) to the effect that a participant ceases to be beneficially entitled to shares on the occurrence of certain events (see ETASSUM23290);

Group of companies – a company and any other companies of which it has control (defined by section 719 ITEPA 2003);

Participant’s plan shares – plan shares that have been awarded to an individual participant;

PAYE obligations – obligations of any person under Part 11 ITEPA or PAYE regulations (and including obligations under sections 510 to 514 on shares ceasing to be subject to the plan and capital receipts);

Plan shares - free, partnership or matching shares which have been awarded to participants:

  • dividend shares acquired on behalf of participants, and
  • new shares acquired in a company reconstruction (paragraph 87(1)), which in each  case remain subject to the plan;

Redundancy – the same meaning as in the Employment Rights Act 1996 or the Employment Rights (Northern Ireland) Order 1996;

Rights arising under a rights issue - see ETASSUM25140.

Paragraph 99 also includes explanations in relation to the following two terms:

Shares – references in the SIP Code to this term include fractions of shares forming part of the share capital of a company registered in a foreign country, the law of which recognises such fractions; and

Member of a consortium owning another company – one of a number of companies which between them own not less than 75% of that other company’s ordinary share capital and each of which owns not less than 5% of that capital.