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HMRC internal manual

Employee Tax Advantaged Share Scheme User Manual

HM Revenue & Customs
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Schedule 3 SAYE option schemes: Supplementary and Defined terms: Group schemes

Schedule 3 SAYE option schemes can be extended to include subsidiary companies under the control of the company which established the scheme. These are known as “group schemes”. There is no statutory authority for extending a scheme to other companies (CIR v Reed International plc – see ETASSUM47270). The scheme organiser company and nominated subsidiaries are referred to as “constituent companies” (paragraph 3(3)).

Details of the constituent companies should be submitted as part of the annual SAYE return. A company’s introduction as a constituent company in a group scheme cannot be backdated to a date before it was formally admitted.

A Schedule 3 SAYE option scheme which is established by a company which is itself a subsidiary company cannot include as constituent companies its own parent company or fellow subsidiaries.

“Control” has the meaning given in Section 719 ITEPA and will normally include companies in which the grantor owns more than 50% of the shares. It is acceptable for schemes to define subsidiary companies by reference to Section 1159 of the Companies Act 2006.