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HMRC internal manual

Employee Tax Advantaged Share Scheme User Manual

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HM Revenue & Customs
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Schedule 3 SAYE option schemes: Requirements relating to share options: Exercise rights: Voluntary winding up

Sub - paragraphs 37(1) and (5) make clear when options may be exercised on a voluntary winding up. The only acceptable provision is one which permits options to be exercised (with the consequent issue and allotment of shares) during a period not exceeding six months following the passing of the resolution for voluntary winding-up.

The following provisions are not acceptable:

  • allowing the exercise of options prior to the passing of the resolution, but conditional on its being passed (this is a condition subsequent to the exercise and does not postpone the legal date of exercise),
  • allowing the participants to receive distributions as if they had exercised their options and been allotted shares.